A newly-amended 13D filing with the SEC, revealed that on September 16, Jeffrey Smith‘s Starboard Value LP asked for the Special Meeting of shareholders of Depomed Inc. (NASDAQ:DEPO) to be scheduled for November 15, 2016, by delivering Special Meeting Request Form and accompanying WHITE request cards from Depomed’s shareholders, which hold the right to cast no less than 10% of the votes. Three days later, the fund sent a letter to Depomed’s shareholders in which it mentioned providing the company with more than necessary approvals to call the Special Meeting and that it has chosen November 15, 2016, as the date of the meeting.
Starboard Value LP also disclosed in the letter that, according to latest reports, it seems that Depomed may have hired bankers to examine a sale of the company, which, according to Starboard Value’s opinion may attract many potential buyers, and an outright sale may turn out to be the best way to unlock shareholder value. Nevertheless, the fund is worried about the intents of the sale, and hence, find it indispensable for directors recommended by Starboard Value to get included in the sale process to protect shareholders’ interests. Furthermore, Starboard Value defined its “continuity plan in the letter for expanding the Board to eleven members to add back up to three incumbent directors in addition to Starboard’s two highly qualified advisors if it is successful in replacing the Board at the Special Meeting.”
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| STARBOARD VALUE | 6,015,000 | 6,015,000 | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% |
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | 4,636,387 | 6,015,000 | 4,636,387 | 6,015,000 | 4,636,387 | 7.6% |
| STARBOARD VALUE AND OPPORTUNITY S | 548,714 | 6,015,000 | 548,714 | 6,015,000 | 548,714 | Less than 1% |
| STARBOARD VALUE AND OPPORTUNITY C | 304,821 | 304,821 | 304,821 | Less than 1% | ||
| STARBOARD VALUE R | 304,821 | 304,821 | 304,821 | Less than 1% | ||
| STARBOARD VALUE R GP | 304,821 | 304,821 | 304,821 | Less than 1% | ||
| STARBOARD VALUE GP | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% | ||
| STARBOARD PRINCIPAL CO | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% | ||
| STARBOARD PRINCIPAL CO GP | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% | ||
| JEFFREY C. SMITH | 16,450 | 16,450 | 6,015,000 | 9.8% | ||
| MARK R. MITCHELL | 6,015,000 | 9.8% | ||||
| PETER A. FELD | 6,015,000 | 9.8% | ||||
| GAVIN T. MOLINELLI | 16,450 | 0% | ||||
| JOHN J. DELUCCA | 0% | |||||
| JAMES P. FOGARTY | Less than 1% | |||||
| PETER A. LANKAU | 0% | |||||
| MARY K. PENDERGAST | 0% | |||||
| ROBERT G. SAVAGE | 0% | |||||
| JAMES L. TYREE | 0% |
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Page 1 of 22 – SEC Filing
(Name, Address and Telephone Number of Person
