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Definitive proxy statement relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Horizon Pharma Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

October 15, 2015

Dear Fellow Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Horizon Pharma Public Limited Company, to be held at 4:00 p.m., local time, on November 13, 2015, at our corporate headquarters, located at Connaught House, 1 st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland. At the extraordinary general meeting, we will vote on the proposals set forth in the attached Notice of Extraordinary General Meeting of Shareholders and the accompanying management proxy circular and proxy statement, as well as address any other business matters that may properly come before the extraordinary general meeting.

The principal purpose of the extraordinary general meeting is to take actions relating to our proposed acquisition of Depomed, Inc. Horizon shareholders are also being asked to approve any motion to adjourn the extraordinary general meeting, or any adjournments thereof, to another time and place if necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve the share issuance proposal described herein. We cannot complete an acquisition of Depomed, Inc. (including on a negotiated basis) unless Horizon shareholders approve the share issuance described in the enclosed proxy statement. Your support is therefore crucial.

At the extraordinary general meeting Horizon shareholders are also being asked to approve an increase in the authorized share capital of Horizon and related proposals to give the Horizon board of directors an updated authority under Irish law to allot and issue Horizon ordinary shares and an updated power under Irish law to issue Horizon ordinary shares for cash without first offering those shares to existing shareholders. Approval by Horizon shareholders of these additional share capital proposals, as described in the enclosed proxy statement, is not required to complete an acquisition of Depomed, Inc. (including on a negotiated basis).

Enclosed with this invitation are the Notice of Extraordinary General Meeting of Shareholders, the proxy statement and a proxy card. Your vote at this extraordinary general meeting is important. Whether or not you plan to attend the extraordinary general meeting, I hope you will vote as soon as possible.

You will find voting instructions in the proxy statement and on the proxy card. Please take a moment now to vote your shares by internet, by toll-free telephone call or by signing and dating the enclosed proxy card and returning it in the preaddressed, postage-paid envelope provided.

We look forward to seeing you on November 13, 2015, and urge you to vote as soon as possible.

Chairman of the Board, President and Chief Executive Officer

HORIZON PHARMA PUBLIC LIMITED COMPANY

Connaught House, 1 st Floor, 1 Burlington Road

Dublin 4, D04 C5Y6, Ireland

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 13, 2015

Dear Shareholder:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Horizon Pharma Public Limited Company, a public limited company formed under the laws of Ireland, which we refer to as Horizon or we, will be held at Horizons corporate headquarters, located at Connaught House, 1 st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland, on November 13, 2015, at 4:00 p.m., local time, for the following purpose:

The Horizon Board has unanimously determined that the share issuance proposal, the additional share capital proposals and the adjournment proposal are in the best interests of Horizon and its shareholders. The Horizon Board unanimously recommends that you vote FOR each of the proposals described above.

The record date for the extraordinary general meeting is October 7, 2015. Only shareholders of record at the close of business on October 7, 2015 will be entitled to notice of and to vote at the extraordinary general meeting in person or by proxy.

On or about October 19, 2015, we will mail to our shareholders proxy materials. We ask that you review this proxy statement carefully and complete, sign, date and return the enclosed proxy card in the envelope provided or vote over the internet or by telephone as instructed in these materials, as promptly as possible in order to ensure your representation at the extraordinary general meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

For your vote to be effective, your proxy card must be received not later than 11:59 p.m. Eastern Time on November 12, 2015 or, in the case of any adjournment or postponement of the extraordinary general meeting, not less than 48 hours prior to the time of any rescheduled meeting. If you have voted by proxy using the proxy card, over the internet or by phone, any subsequent vote by proxy through any of these methods will cancel any other proxy you may have previously submitted in connection with the extraordinary general meeting, as it is the later dated proxy that will be counted.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to Be Held on November 13, 2015 at 4:00 p.m. local time at our corporate headquarters, located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland.

The Proxy Statement is available at www.edocumentview.com/hznp.

By Order of the Board of Directors,

HORIZON PHARMA PUBLIC LIMITED COMPANY

Connaught House, 1 st Floor, 1 Burlington Road

Dublin 4, D04 C5Y6, Ireland

MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 13, 2015

This management proxy circular and proxy statement, which we refer to, collectively, as this proxy statement, is furnished to the holders of ordinary shares, nominal value $0.0001 per share, which we refer to as Horizon ordinary shares, of Horizon Pharma Public Limited Company, a public limited company formed under the laws of Ireland, which we refer to as Horizon, in connection with the solicitation of proxies by management of Horizon to be voted at an extraordinary general meeting of shareholders on November 13, 2015, at 4:00 p.m., local time, at Horizons corporate headquarters, located at Connaught House, 1 st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland and any adjournments or postponements thereof, which we refer to as the extraordinary general meeting. In this document, the words Horizon, we, our, ours and us refer only to Horizon Pharma Public Limited Company and its consolidated subsidiaries and not to any other person or entity.

Horizon shareholders will be asked at the extraordinary general meeting:

On May 27, 2015, Horizon first made an offer to the board of directors of Depomed, which we refer to as the Depomed Board, proposing a business combination of Depomed and Horizon. On September 8, 2015, Horizon, through its wholly-owned subsidiary, Diosail Merger Corporation, which we refer to as Purchaser, commenced an exchange offer, which we refer to as the offer, through an offer to exchange and related letter of transmittal, which we refer to, each as amended, modified and supplemented, as the offer to exchange, pursuant to which it is offering, for each issued and outstanding share of Depomed common stock that is validly tendered and not withdrawn before the expiration date of the offer, which we refer to as the expiration date, 0.95 Horizon ordinary shares, which we refer to as the Stock Consideration. Horizon intends, as soon as practicable after consummation of the offer, to complete the second-step merger, after which Depomed would be a direct, wholly-owned subsidiary of Horizon. The purpose of the second-step merger is for Horizon to acquire all issued and outstanding shares of Depomed common stock that are not acquired in the offer. Please see the sections in this proxy statement titled Background of the Offer and The Offer for a more detailed discussion of the proposed acquisition of Depomed. Many of the terms and conditions applicable to the offer and specified in this proxy statement would apply equally to any alternative transaction involving Horizons acquisition of Depomed.

Horizon is soliciting proxies from Horizon shareholders to be voted at the extraordinary general meeting pursuant to this proxy statement in order to be able to issue Horizon ordinary shares to Depomed shareholders in connection with an acquisition of Depomed. Shareholder approval of the share issuance proposal (Proposal No. 1) is a condition to Horizon completing an acquisition of Depomed (including on a negotiated basis). The additional share capital proposals (Proposal Nos. 2-4) will become effective only if such proposals are approved by the Horizon shareholders and Depomed is acquired by Horizon through an exchange offer followed by a second-step merger, a one-step merger transaction (on a negotiated basis) or otherwise.

The Horizon Board has unanimously determined that the share issuance proposal, the additional share capital proposals and the adjournment proposal (collectively, referred to as the proposals) are in the best interests of Horizon and its shareholders. The Horizon Board unanimously recommends that you vote FOR each of the proposals.

We are providing you with this proxy statement and related materials in connection with the solicitation of proxies by our management. This proxy statement and the accompanying proxy card are expected to be mailed to the shareholders of record as of October 7, 2015, commencing on or about October 19, 2015.

All properly executed written proxies, and all properly completed proxies submitted by mail, telephone or via the internet, which are delivered pursuant to, and which appoint Timothy P. Walbert and Paul W. Hoelscher as proxyholders in accordance with, this solicitation will be voted at the extraordinary general meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please take time to vote by completing and mailing your proxy card or by following the voting instructions provided to you if you own your shares through a broker or other intermediary. If you do not receive such instructions, you may request them from that broker or other intermediary.

SOURCES OF ADDITIONAL INFORMATION

If you have any questions about completing, signing, dating or delivering your proxy card or require assistance, please contact:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, NY 10016

Toll-free: (800) 322-2885

Call collect: (212) 929-5500

Email: horizon@mackenziepartners.com

Please complete, sign, date and return your proxy card today.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING. In addition to delivering printed versions of this proxy statement and the proxy card to all shareholders by mail, this proxy statement is also available on the internet at www.edocumentview.com/hznp .

In addition, this proxy statement is also available at our website at www.horizonpharma.com or through the electronic data system called EDGAR that is hosted by the Securities and Exchange Commission, which we refer to as the SEC, at www.sec.gov.

T ABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following are some of the questions you, as a shareholder of Horizon, may have and answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained in this proxy statement. We urge you to read this proxy statement in its entirety prior to making any decision as to how you will vote your Horizon ordinary shares on the matters to be considered at the extraordinary general meeting.

Shareholder approval of the share issuance proposal (Proposal No. 1) is a condition to Horizon completing an acquisition of Depomed (including on a negotiated basis). The additional share capital proposals (Proposal Nos. 2-4) will become effective only if they are approved by the Horizon shareholders and Depomed is acquired by Horizon through an exchange offer followed by a second-step merger, a one-step merger transaction (on a negotiated basis) or otherwise. If the additional share capital proposals are not approved, it will not affect Horizons ability to complete the acquisition of Depomed.

The rules of The NASDAQ Stock Market, which we refer to as NASDAQ, require Horizon shareholder approval prior to the issuance of Horizon ordinary shares or securities convertible into or exercisable for Horizon ordinary shares in connection with the acquisition of the stock or assets of another company where, due to the present or potential issuance of Horizon ordinary shares or securities convertible into or exercisable for Horizon ordinary shares (other than a public offering for cash), (1) the Horizon ordinary shares have or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before such issuance or (2) the number of Horizon ordinary shares to be issued is or will be equal to or in excess of 20% of the number of Horizon ordinary shares outstanding before such issuance.

Horizon expects that it would issue approximately 73,367,800 Horizon ordinary shares in connection with the offer and the second-step merger. This number of Horizon ordinary shares will be higher than the threshold under NASDAQ approval requirements. For a more detailed discussion of the assumptions on which this estimate is based, please see the section of this proxy statement titled The OfferOwnership of Horizon After the Offer.

If the share issuance is approved by Horizon shareholders, Horizon reserves the right to issue up to an aggregate number of Horizon ordinary shares equal to the Issuance Limit in connection with an acquisition of Depomed, with or without the payment of cash consideration in addition to or in substitution of the issuance of Horizon ordinary shares in such acquisition, however effected, whether through an exchange offer followed by a second-step merger, a one-step merger transaction (on a negotiated basis) or otherwise. Other than with respect to the share issuance proposal (Proposal No. 1), Horizon shareholders are not being asked to vote on the structure or form of, or the amount of cash consideration (if any) payable in connection with, and Horizon shareholder approval is not required with respect to, the proposed acquisition of Depomed. For clarity, if the share issuance proposal (Proposal No. 1) is approved by the Horizon shareholders, and, following such approval, Horizon revises or amends the offer to include cash consideration, whether as additional consideration to the holders of Depomed common stock, in connection with a reduction of the exchange ratio in the offer or otherwise, a new or separate approval of the Horizon shareholders is not required and will not be sought so long as the aggregate number of Horizon ordinary shares issued in connection with the acquisition of Depomed is equal to or less than the Issuance Limit.

The pre-emption rights dis-application proposal (Proposal No. 4), which provides for an updated power under Irish law to issue shares for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance, is made by way of special resolution, and will require the affirmative vote of 75% or more of the votes cast by holders of Horizon ordinary shares present in person or by proxy and entitled to vote at the extraordinary general meeting, assuming a quorum is present.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please take time to vote by completing and mailing your proxy card or by following the voting instructions provided to you if you own your Horizon ordinary shares through a broker or other intermediary. If you do not receive such instructions, you may request them from that broker or other intermediary.

Shareholder approval of the additional share capital proposals (Proposals No. 2-4) or the adjournment proposal (Proposal No. 5) are not conditions to the offer and failure to pass such proposals will not prevent Horizon from completing any acquisition of Depomed.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or, provided that you are a shareholder of record, if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum

requirement. If there is no quorum, within one hour of the time appointed for the extraordinary general meeting, the extraordinary general meeting will stand adjourned to November 20, 2015 at 4:00 p.m. local time at the same location, or such other time or place as the Horizon Board may determine.

As of October 7, 2015, 159,279,247 Horizon ordinary shares were issued and outstanding and entitled to be voted at the extraordinary general meeting (including any postponements or adjournments of the extraordinary general meeting).

The procedures for voting are fairly simple:

Shareholder of Record: Shares Registered in Your Name

If you are a Horizon shareholder of record, you may vote in person at the extraordinary general meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or vote by proxy through the internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of Horizon ordinary shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or through the internet as instructed by your broker or bank. To vote in person at the extraordinary general meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

Joint Holders

In the case of joint holders of record, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in Horizons Register of Members.

Internet proxy voting is being provided to allow you to vote your Horizon ordinary shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

If you are a shareholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the extraordinary general meeting, your Horizon ordinary shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your Horizon ordinary shares, the question of whether your broker or nominee will still be able to vote your Horizon ordinary shares depends on whether the New York Stock Exchange, which we refer to as the NYSE, deems the particular proposal to be a routine matter. Brokers and nominees can use their discretion to vote uninstructed shares with respect to matters that are considered to be routine, but not with respect to non-routine matters. Under the rules and interpretations of the NYSE, non-routine matters are matters that may substantially...


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