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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                          Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 

 

 



 

Preliminary Proxy Statement

 

 



 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 



 

Definitive Proxy Statement

 

 



 

Definitive Additional Materials

 

 



 

Soliciting Material Pursuant to § 240.14a-12

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)

 

 

 

 

 

 



  

No fee required.

 

 



  

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

  

1.

    

Title of each class of securities to which transaction applies:

 

 

 

 

 

  

2.

    

Aggregate number of securities to which transaction applies:

 

 

 

 

 

  

3.

    

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

  

4.

    

Proposed maximum aggregate value of transaction:

 

 

 

 

 

  

5.

    

Total fee paid:

 

 

 



  

Fee paid previously with preliminary materials.

 

 



  

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

  

1.

    

Amount Previously Paid:

 

 

 

 

 

  

2.

    

Form, Schedule or Registration Statement No.:

 

 

 

 

 

  

3.

    

Filing Party:

 

 

 

 

 

  

4.

    

Date Filed:

 

 

 

 
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PRELIMINARY PROXY STATEMENT

DATED MARCH 10, 2017—SUBJECT TO COMPLETION

 

 



HORIZON PHARMA PUBLIC LIMITED COMPANY

ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 3, 2017

 

 

NOTICE AND PROXY STATEMENT
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                    , 2017

Dear Fellow Shareholder:

In 2016, Horizon Pharma delivered another exceptional year of financial performance for our shareholders. We also achieved an important milestone for our company, surpassing $980 million in GAAP net sales and $1 billion in non-GAAP adjusted net salesWe’ve accomplished a great deal over the last five years – executing on our organic growth opportunities, evolving our business model and completing six acquisitions that have diversified our company from two to 11 medicines, led now by our fast-growing orphan medicines.

In 2016, we delivered GAAP net sales and non-GAAP adjusted net sales of $981 million and $1.046 billionIn addition to delivering on our financial commitments, we continued to shape and transform our company, completing two strategic transactions that brought us three rare disease medicines – KRYSTEXXA, for refractory chronic gout, PROCYSBI for the rare genetic disease, nephropathic cystinosis, and QUINSAIR for chronic pulmonary infections associated with cystic fibrosis. We expect KRYSTEXXA and PROCYSBI in particular to be meaningful growth drivers for our orphan business and we believe that combined both medicines will exceed $550 million in peak year sales. We also secured contracts with three leading pharmacy benefit managers to improve patient access and long-term durability for our clinically differentiated primary care medicines.

While our talented team of employees executed well on our business strategy over the past year, 2016 was a challenging year for our sector and our share price, driven in part by uncertainty surrounding U.S. healthcare policy, which has continued into 2017. Horizon Pharma’s one-year total shareholder return in 2016 declined 25 percent, in line with our peer groupWe were also recognized in multiple “Best Places to Work Surveys” in 2016, including the 2016 Crain’s Chicago Business Best Places to Work for Women Over 35, 2016 100 Best Medium Workplaces by Fortune Magazine and 2016 Chicago Tribune’s Top Midsize Workplaces.

Overall, I am very pleased with our team’s performance. We are delivering on our core principles, including strong commercial execution, a disciplined business development strategy, the clinical development of medicines for patients in need and expanding patient access while increasing affordability of our medicines. Moving forward, we will continue to drive and motivate our growing organization with the goal of delivering continued strong financial performance that creates market-leading shareholder value.

 

1 

On September 26, 2016, Horizon Pharma agreed to pay Express Scripts, Inc. (Express Scripts) $65 million as part of a litigation settlement, which was recorded as a one-time reduction to GAAP net sales for the three months ended September 30, 2016, in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The exclusion of the $65 million settlement from GAAP net sales is the only adjustment reflected in 2016 non-GAAP adjusted net sales.

2 

Adjusted earnings before interest, taxes, depreciation and amortization and other amounts (Adjusted EBITDA) are used and provided by us as non-GAAP financial measures so our investors have a more complete understanding of Horizon Pharma’s financial performance. In addition, this non-GAAP financial measure is among the indicators our management uses for planning and forecasting purposes and measuring the Company’s performance.

3 

2016 net losses were primarily due to the impairment of in-process research and development and other wind-down costs and charges related to the discontinuation of ACTIMMUNE development for Friedreich’s ataxia and acquisition-related costs primarily related to the acquisition of Raptor Pharmaceutical Corp. (Raptor).

4 

Please refer to the discussion of non-GAAP financial measures and the reconciliations thereof to GAAP measures beginning on page 107 of our Annual Report on Form 10-K for the year ended December 31, 2016, which discussion and reconciliations are incorporated herein by reference.

5 

The peer group used for the total shareholder return (TSR) calculations for the 1-, 3- and 5-year periods ending December 31, 2016 is our August 2015 peer group (shown on page 28) but excludes Medivation, Inc. from such calculations because it was acquired by Pfizer, Inc. in September 2016.


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You are cordially invited to attend the Annual General Meeting of Shareholders on Wednesday, May 3, 2017, at 3:00 p.m. local time at our corporate headquarters, located at Connaught House, 1Whether or not you plan to attend the Annual General Meeting, it is important that your shares be represented and voted. 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.

Thank you for your continued support.

 


 

 

 

Sincerely,

 

 

 

 

 

 

 

Timothy P. Walbert

 

 

Chairman, President and Chief Executive Officer

 

 
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