Depomed (DEPO), Starboard Value Enter Settlement; Board Changes Made

October 17, 2016 4:01 PM EDT

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Depomed Inc. (Nasdaq: DEPO) announced that it has entered into a settlement agreement (“Agreement”) with its second largest shareholder, Starboard Value LP (together with its affiliates, “Starboard”), regarding the composition of the Depomed, Inc. (the “Company” or “Depomed”) Board of Directors (the “Board”). Starboard has agreed to withdraw its proxy solicitation and Special Shareholder Meeting request, thereby cancelling the previously scheduled November 15, 2016 Special Shareholder Meeting.

Under the terms of the Agreement, three independent directors appointed by Starboard, James P. Fogarty, Robert G. Savage and James L. Tyree, will join the six current directors on Depomed’s Board.

“We are pleased to have reached this agreement with Starboard, which we believe is in the best interests of our shareholders,” said Jim Schoeneck, President and CEO of Depomed. “We are confident that we are aligned to deliver significant value to our shareholders.”

In connection with entering into the Agreement, the Board amended the Company’s Bylaws (“Bylaws") to move the window for shareholders to make nominations of directors at, and bring other shareholder proposals before, the 2017 Annual Meeting of Shareholders to March 15, 2017 through April 15, 2017. As part of the Agreement, Starboard, which is a 9.8% shareholder in the Company, has agreed to certain standstill restrictions until the beginning of this nomination period.

“We are pleased to have reached an agreement to work with Depomed. We believe the addition of these three highly qualified directors will add to the experience in the boardroom and expect that the board and management team will focus on delivering significant value for shareholders,” said Jeffrey C. Smith, Chief Executive Officer and Chief Investment Officer of Starboard Value.

The complete Agreement and the amended Bylaws will be included as exhibits to the Company’s current report on Form 8-K, which will be filed with the Securities and Exchange Commission.

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MARK on 2016-10-17 19:30:12
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Once the sharks are in the tank, its only a matter of time before the fish get eaten.

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