0001193125-15-110283.txt : 201503300001193125-15-110283.hdr.sgml : 2015033020150330062243ACCESSION NUMBER:0001193125-15-110283CONFORMED SUBMISSION TYPE:8-KPUBLIC DOCUMENT COUNT:22CONFORMED PERIOD OF REPORT:20150329ITEM INFORMATION:Entry into a Material Definitive AgreementITEM INFORMATION:Regulation FD DisclosureITEM INFORMATION:Financial Statements and ExhibitsFILED AS OF DATE:20150330DATE AS OF CHANGE:20150330

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:Horizon Pharma plcCENTRAL INDEX KEY:0001492426STANDARD INDUSTRIAL CLASSIFICATION:PHARMACEUTICAL PREPARATIONS [2834]IRS NUMBER:272179987STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:8-KSEC ACT:1934 ActSEC FILE NUMBER:001-35238FILM NUMBER:15732421

BUSINESS ADDRESS:STREET 1:ADELAIDE CHAMBERSSTREET 2:PETER STREETCITY:DUBLINSTATE:L2ZIP:8BUSINESS PHONE:011-353-1-649-8521

MAIL ADDRESS:STREET 1:ADELAIDE CHAMBERSSTREET 2:PETER STREETCITY:DUBLINSTATE:L2ZIP:8

FORMER COMPANY:FORMER CONFORMED NAME:HORIZON PHARMA, INC.DATE OF NAME CHANGE:20100520

8-K1d899054d8k.htmFORM 8-K

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuantto Section13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March29, 2015

Horizon Pharma Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland001-35238Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

(Address of principal executive offices)

Registrants telephone number, including area code: 011-353-1-772-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:

Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

xPre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item1.01.Entry into a Material Definitive Agreement.

On March30, 2015, HorizonPharma plc (the Company) issued a press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement) with Hyperion Therapeutics, Inc. (Target). Pursuant to the Merger Agreement,Ghrian Acquisition Inc., a wholly-owned subsidiary of Horizon Pharma, Inc., an indirect wholly-owned subsidiary of the Company (Purchaser) will commence a tender offer to purchase all of the issued and outstanding shares of Targetscommon stock for $46.00 per share in cash. If successful, the tender offer will be followed by a merger of Purchaser with and into Target, with Target continuing as the surviving corporation surviving and as a wholly-owned subsidiary of Parent.

The above description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the fulltext of the Merger Agreement, a copy of which will be filed with the Securities and Exchange Commission as soon as is reasonably practicable.

In connection with the Merger Agreement, the Company entered into a commitment letter (the Debt Commitment Letter) with CitigroupGlobal Capital Markets Inc. (Citi) and Jefferies Finance LLC (Jefferies) on March29, 2015, pursuant to which Citi and Jefferies have committed to provide $900.0 million of senior secured term loans, the proceeds ofwhich, in addition to a portion of the Companys existing cash on hand, would be used to (i)refinance the loans under the Companys existing senior secured credit facility and certain outstanding debt of the Target, (ii)pay theOffer Price, and (iii)pay any prepayment premiums, fees and expenses in connection with any of the foregoing. The commitment to provide the term loans is subject to certain conditions, including the negotiation of definitive documentation forthe term loans and other customary closing conditions consistent with the Merger Agreement. The Company will pay customary fees and expenses in connection with obtaining the Debt Commitment Letter and the term loans and has agreed to indemnify thelenders if certain losses are incurred by the lenders in connection therewith.

The above description of the Debt Commitment Letter doesnot purport to be complete and is subject to, and qualified in its entirety by, the full text of the Debt Commitment Letter, a copy of which will be filed with the Securities and Exchange Commission as soon as is reasonably practicable.

A copy of the press release is attached hereto as Exhibit 99.1.

Item7.01Regulation FD Disclosure.

On March30, 2015, Horizon provided an investorpresentation to certain interested parties containing details of the proposed transaction and its potential impact on Horizon. A copy of the investor presentation, which is incorporated herein by reference, is attached hereto asExhibit 99.2.

This information and Exhibit 99.2 is being furnished pursuant to Item7.01 of this Current Report on Form 8-K and shall not bedeemed to be filed for the purposes of Section18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any registrationstatement filed by the Company, under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. This Current Report on Form 8-K will not be deemed an admission as to the materiality of anyinformation in this Current Report on Form 8-K that is being disclosed pursuant to Regulation FD.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to the Companys anticipatedacquisition of the Target and the timing and benefits thereof, estimated future financial results and performance of RAVICTI and BUPHENYL and the Companys business as a whole, the Companys financing plans, the combined companysstrategy, plans, objectives, expectations and intentions, anticipated product portfolio, and other statements that are not historical facts. These forward-looking statements are based on the Companys current expectations and inherently involvesignificant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risksrelated to the Companys ability to complete the acquisition on the proposed terms and schedule; whether the Company or the Target will be able to satisfy their respective closing conditions related to the acquisition; whether sufficientstockholders of the Target tender their shares in the acquisition; whether the Company will obtain financing for the transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against the Target and/orothers relating to the acquisition; the possibility that competing offers will be made; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may bemore difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not occur; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financialperformance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees orsuppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Companys sharescould decline, as well as other risks related to the Companys and the Targets businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability toprotect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption Risk Factors and elsewhere in the Companys and the Targets respective SECfilings and reports, including their respective Annual Reports on Form 10-K for the year ended December31, 2014. The Company undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a resultof new information, future events or changes in its expectations.

Additional Information

The Offer has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares ofthe common stock of the Target or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the Securitiesand Exchange Commission by the Purchaser and a Solicitation/Recommendation Statement on Schedule14D-9 will be filed with the Securities and Exchange Commission by the Target. The offer to purchase shares of the Targets common stock willonly be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATIONSTATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and otherdocuments filed with the Securities and Exchange Commission at the website maintained by the Securities and Exchange Commission at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in thetender offer statement.

Item9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1

Press Release, issued by Horizon Pharma plc, dated March30, 2015.

99.2

Investor Presentation dated March 30, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned hereunto duly authorized.

Date: March30, 2015

HORIZONPHARMAPUBLICLIMITEDCOMPANY

By:

/s/ Paul W. Hoelscher

Paul W. Hoelscher

Executive Vice President, Chief Financial Officer

INDEX TO EXHIBITS

99.1

Press Release, issued by Horizon Pharma plc, dated March30, 2015.

99.2

Investor Presentation dated March 30, 2015.

EX-99.12d899054dex991.htmEX-99.1

EX-99.1

Exhibit 99.1

Horizon Pharma plc to Acquire Hyperion Therapeutics, Inc. for $46.00 per share or $1.1 Billion in Cash

Addition of RAVICTI (glycerol phenylbutyrate) Oral Liquid and BUPHENYL (sodium phenylbutyrate) Tablets and Powder Significantly Expands Horizons Orphan Business

Transaction is Expected to be Immediately Accretive to Adjusted Earnings Per Share and Contribute Approximately $100 Million in AdjustedEBITDA in 2016

Conference Call Today at 8 A.M. ET to Discuss Transaction

DUBLIN, Ireland and BRISBANE, Calif. March30, 2015 Horizon Pharma plc (NASDAQ: HZNP) and Hyperion Therapeutics, Inc. (NASDAQ: HPTX) todayannounced they have entered into a definitive agreement under which Horizon Pharma will acquire all of the issued and outstanding shares of Hyperions common stock for $46.00 per share in cash or approximately $1.1 billion on a fully dilutedbasis. The per share consideration represents a premium of approximately 35 percent to Hyperions volume weighted average price for the trailing 60-days. The proposed transaction has been unanimously approved by both companies boards ofdirectors.

The Hyperion acquisition will expand and diversify our product portfolio by adding two complementary orphan disease products, RAVICTIand BUPHENYL, and leverage as well as expand the existing infrastructure of our orphan disease business, said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. This transaction will be immediatelyaccretive to adjusted EPS and we expect the contribution of RAVICTI and BUPHENYL in 2016 will add approximately $100 million to our adjusted EBITDA, including cost synergies contributing greater than $50 million. Additionally, this acquisitionfurther accelerates our near- and long-term sales and adjusted EBITDA growth and provides significant value for both Horizon and Hyperion shareholders.

During the last two years, we have solidified our position in the orphan disease space and made significant progress in bringing life-changing medicinesto people with urea cycle disorders, said Donald J. Santel, president and chief executive officer, Hyperion Therapeutics, Inc. I would like to thank my colleagues for their tireless commitment to advancing the clinical development andunderstanding of RAVICTI, BUPHENYL and urea cycle disorders. Horizon shares our commitment and Im confident that the strength of its existing orphan business unit will continue to expand the reach of these important medicines to more patientsimpacted by these disorders.

Strategic and financial benefits of the transaction:

Increases the number of Horizons products from five to seven, with the addition of RAVICTI and BUPHENYL to Horizons orphan business unit, providing additional revenue diversification

Leverages Horizons orphan business unit offering attractive revenue and operating synergies

Expected 2016 adjusted EBITDA of approximately $100 million from the acquired business with expected cost synergies of more than $50 million

RAVICTI and BUPHENYL are medicines for people with urea cycle disorders (UCDs), a collection of inherited metabolic disorders, which impact approximately2,100 people in the United States with approximately 1,100 diagnosed. A marketing authorization application has been filed for European marketing of RAVICTI. The prevalence of UCD is similar in Europe and other international markets.

Connaught House, 1stFloor, 1 Burlington Road, Dublin 4, Ireland

Net sales of RAVICTI and BUPHENYL for Q4 2014 and full year 2014 were $30.8 million and $113.6 million,respectively.

Transaction Terms

The acquisition isstructured as an all cash tender offer for all the issued and outstanding shares of Hyperion common stock at a price of $46.00 per share followed by a merger in which each remaining untendered share of Hyperion common stock would be converted intothe $46.00 per share cash consideration paid in the tender offer.

Horizon has entered into agreements with certain stockholders of Hyperion, includingcertain members of the Hyperion management team and certain funds affiliated with members of the Hyperion board of directors, pursuant to which each of these stockholders has agreed to tender the Hyperion common shares owned of record orbeneficially by such stockholder, which in the aggregate represent approximately 21 percent of the outstanding Hyperion common shares as of the date of the agreements.

Closing of the transaction is subject to customary conditions, including the tender of a majority of the outstanding Hyperion shares and expiration ortermination of the HSR waiting period. It is anticipated that the transaction will close in the second quarter of 2015.

Financing

Horizon has secured $900 million in debt commitments from Citigroup Global Capital Markets Inc. and Jefferies LLC, which in addition to Horizons cash andcash equivalents, is available to finance the transaction, repay Horizons $300 million Senior Secured Credit Facility and pay fees as well as expenses related to the transaction. Horizon plans to replace a portion of the debt commitmentsthrough new debt issuances and the use of Hyperions cash and cash equivalents.

Advisors

Jefferies LLC, Citigroup Global Markets Inc. and Cowen and Company acted as advisors to Horizon Pharma in the transaction. Citigroup Global Markets Inc. andJefferies LLC are initial lenders and lead arrangers for the debt commitments in place to finance the transaction. Horizon Pharmas legal advisors are Cooley LLP and McCann FitzGerald.

Centerview Partners LLC acted as financial advisor and provided a fairness opinion to Hyperion and Shearman& Sterling LLP acted as legal advisor.Houlihan Lokey Capital, Inc. also provided financial advice to the board of Hyperion.

Conference Call Today at 8 A.M. ET

At 8 a.m. Eastern Time today, Horizons management will host a conference call and live audio webcast to review the transaction and relatedmatters.The live webcast and a replay may be accessed by visiting the investors section of Horizons website at http://ir.horizon-pharma.com.Please connect to the companys website at least 15 minutes prior to the livewebcast to ensure adequate time for any software download that may be needed to access the webcast.Alternatively, please call 888-338-8373 (U.S.) or 973-872-3000 (international) to listen to the conference call.The conference ID numberfor the

Connaught House, 1stFloor, 1 Burlington Road, Dublin 4, Ireland

live call is 17958843.Telephone replay will be available approximately two hours after the call.To access the replay, please call 855-859-2056 (U.S.) or 404-537-3406(international).The conference ID number for the replay is 17958843. An archived version of the webcast will be available for at least one week on the investors section of Horizons website at http://ir.horizon-pharma.com.

About Horizon Pharma plc

Horizon Pharma plc is aspecialty biopharmaceutical company focused on improving patients lives by identifying, developing, acquiring and commercializing differentiated products that address unmet medical needs. The company markets a portfolio of products inarthritis, inflammation and orphan diseases. The companys U.S. marketed products are ACTIMMUNE (interferon gamma-1b), DUEXIS(ibuprofen/famotidine), PENNSAID (diclofenac sodium topical solution) 2% w/w, RAYOS (prednisone) delayed-release tablets and VIMOVO (naproxen/esomeprazole magnesium). Horizons global headquarters are in Dublin, Ireland. For more information, please visitwww.horizonpharma.com.

About Hyperion Therapeutics, Inc.

HyperionTherapeutics is a commercial-stage biopharmaceutical company committed to developing and delivering life-changing treatments for orphan diseases. The companys first commercial product,RAVICTI (glycerol phenylbutyrate) Oral Liquid, was approved inFebruary 2013and is currently being marketed inthe United States. The company also owns worldwide rights toBUPHENYL (sodium phenylbutyrate) Tablets and Powder, which it markets in the United States. BUPHENYL is also marketed internationally through business partners. In addition, the company isdeveloping RAVICTI for the potential treatment of hepatic encephalopathy. For more information, please visit www.hyperiontx.com.

Forward-Looking Statements

This press release containsforward-looking statements, including, but not limited to, statements related to Horizons anticipated acquisition of Hyperion and the timing and benefits thereof, estimated future financial results and performance of RAVICTI and BUPHENYL andHorizons business as a whole, Horizons financing plans, the combined companys strategy, plans, objectives, expectations and intentions, anticipated product portfolio, and other statements that are not historical facts. Theseforward-looking statements are based on Horizons current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-lookingstatements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizons ability to complete the acquisition on the proposed terms and schedule; whether Horizon or Hyperion will be able to satisfytheir respective closing conditions related to the acquisition; whether sufficient Hyperion stockholders tender their shares in the acquisition; whether Horizon will obtain financing for the transaction on the expected timeline and terms; theoutcome of legal proceedings that may be instituted against Hyperion and/or others relating to the acquisition; the possibility that competing offers will be made; risks associated with business combination transactions, such as the risk that thebusinesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not occur; risks related to future opportunities and plans forthe combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conductbusiness as usual or maintain relationships with customers, employees or suppliers; and the possibility that if the combined company does not achieve

Connaught House, 1stFloor, 1 Burlington Road, Dublin 4, Ireland

the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizons shares could decline, as well asother risks related to the Horizon and Hyperion businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defendpatents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption Risk Factors and elsewhere in Horizons and Hyperions respective SEC filings and reports, including their respectiveAnnual Reports on Form 10-K for the year ended December31, 2014. Horizon Pharma undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changesin its expectations.

Additional Information and Where to Find It

The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor asolicitation of an offer to sell any shares of the common stock of Hyperion or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and relateddocuments, will be filed with the SEC by Horizon and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Hyperion. The offer to purchase shares of Hyperion common stock will only be made pursuant to the offer topurchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEYMAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Ghrian Acquisition Inc., a wholly owned subsidiary of Horizon Pharma, Inc., whichis an indirect wholly owned subsidiary of Horizon Pharma plc, and the solicitation/recommendation statement will be filed with the SEC by Hyperion. Investors and security holders may obtain a free copy of these statements (when available) and otherdocuments filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.

Note Regarding Use of Non-GAAP Financial Measures

EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided by Horizon as non-GAAP financial measures.Adjustments to expected EBITDA related to RAVICTI and BUPHENYL exclude acquisition transaction related expenses, loss on debt extinguishment, as well as non-cash items such as stock compensation, depreciation and amortization, royalty accretion,non-cash interest expense, and other non-cash adjustments. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the periods incurred. Horizonbelieves that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Horizons financial performance. The non-GAAP financial measures are included with the intent of providinginvestors with a more complete understanding of Horizons expected operational results and trends. In addition, these non-GAAP financial measures are among the indicators Horizons management uses for planning and forecasting purposes andmeasuring the Companys performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures usedby the Company may be

Connaught House, 1stFloor, 1 Burlington Road, Dublin 4, Ireland

calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies. The Company has not provided a reconciliation of expected 2016 adjustedEBITDA related to RAVICTI and BUPHENYL to a net income (loss) outlook because certain items that are a component of net income (loss) but not part of adjusted EBITDA, such as stock compensation and acquisition related expenses, cannot be reasonablyprojected, either due to the significant impact of changes in Horizons stock price on stock compensation, or the variability associated with acquisition related expenses due to timing and other factors.

For full prescribing information refer to the individual product websites.

Contacts:

Company:

Robert F. Carey

Executive Vice President, Chief Business Officer

Investor-relations@horizonpharma.com

Investors:

Ami Bavishi

Burns McClellan

abavishi@burnsmc.com

International Media:

Ray Gordon

Gordon MRM

ray@gordonmrm.ie

U.S. Media:

Geoff Curtis

DJE Science

geoff.curtis@djescience.com

Source: Horizon Pharma plc

Connaught House, 1stFloor, 1 Burlington Road, Dublin 4, Ireland

EX-99.23d899054dex992.htmEX-99.2

EX-99.2

Exhibit 99.2

Horizon Pharma plc

Acquisition of HyperionTherapeutics

March30, 2015

Non-Confidential Information Horizon Pharma plc

Forward-Looking Statements

This presentationcontains forward-looking statements, including, but not limited to, statements related to Horizons anticipated acquisition of Hyperion Therapeutics, Inc. and the timing and benefits thereof, estimated future financial results and performanceof the Hyperion business and Horizons business as a whole, Horizons financing plans, and other statements that are not historical facts.

These forward-looking statements are based on Horizons current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events coulddiffer materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizons ability to complete the acquisition and obtain expectedfinancing on the proposed terms and schedule; the outcome of legal proceedings that may be instituted against Hyperion and/or others relating to the acquisition; the possibility that competing offers will be made; risks associated with businesscombination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not occur;uncertainty of the expected financial performance and results of the Hyperion business or the combined company following completion of the proposed acquisition; the ability to protect intellectual property and defend patents; and those risksdetailed from time-to-time under the caption Risk Factors and elsewhere in Horizons and Hyperions SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended December31, 2014.Horizon undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.

For full prescribing information refer to product websites.

2

Non-Confidential Information Horizon Pharma plc

Additional Information

The tender offer describedin this presentation (the Offer) has not yet commenced, and this presentation is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Hyperion or any other securities. On thecommencementdateoftheOffer,atenderofferstatementonScheduleTO,includinganoffertopurchase,aletteroftransmittal and related documents, will be filedwiththe SEC by Horizon and a Solicitation/Recommendation Statement on Schedule 14D-9willbefiledwiththeSECbyHyperion.TheoffertopurchasesharesofHyperioncommonstockwillonlybemadepursuanttothe offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGEDTO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offerstatement will be filed with the SEC by Ghrian Acquisition Inc., a wholly owned subsidiary of Horizon Pharma, Inc., which is an indirect wholly owned subsidiary of Horizon Pharma plc, and the solicitation/recommendation statement will be filed withthe SEC by Hyperion. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the websitemaintainedbytheSECatwww.sec.govorbydirectingsuchrequeststotheInformationAgentfortheOffer,whichwillbenamed inthetenderofferstatement.

3

Non-Confidential Information Horizon Pharma plc

Note Regarding Use of Non-GAAP Financial Measures

EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided byHorizonasnon-GAAP financialmeasures. Adjustments toexpectedEBITDArelatedtoRAVICTI andBUPHENYLare expected exclude acquisition transaction related expenses, loss on debt extinguishment,aswellasnon-cashitems such as stock compensation, depreciationand amortization, royalty accretion, non-cash interest expense, and other non-cash adjustments. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when theirmagnitudeissignificantwithintheperiodsincurred. Horizonbelievesthatthesenon-GAAPfinancialmeasures,whenconsidered together with the GAAP figures, can enhance an overall understanding of Horizons financial performance. The non-GAAPfinancialmeasuresareincludedwiththeintentofprovidinginvestorswithamorecompleteunderstandingofHorizonsexpected operationalresultsandtrends.Inaddition,thesenon-GAAPfinancial measures areamongtheindicatorsHorizons management uses forplanning and forecasting purposes and measuring Horizons performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.Thenon-GAAPfinancialmeasuresusedbyHorizonmaybecalculateddifferentlyfrom andthereforemaynotbecomparableto non-GAAP financial measures used by other companies. Horizon has not provided a reconciliation of expected 2016 adjusted EBITDA related toRAVICTI and BUPHENYL to a net income (loss) outlook because certain items that are a component of net income (loss) but not part of adjusted EBITDA, such as stock compensation and acquisition related expenses, cannot be reasonably projected, eitherdue to the significant impact of changes in Horizons stock price on stock compensation, or the variabilityassociatedwithacquisitionrelatedexpensesduetotimingandotherfactors.

4

Non-Confidential Information Horizon Pharma plc

Compelling Strategic and Financial Benefits

Expands and diversifies our product portfolio with two complementary products that treat urea cycle disorders (UCDs), acollection of ultra-orphan metabolic disorders

RAVICTI (glycerol phenylbutyrate) Oral Liquid

BUPHENYL (sodium phenylbutyrate) Tablets and Powder(1)

Immediately accretive to non-GAAP adjusted Earnings Per Share

Expected incremental 2016 adjusted EBITDA of approximately $100 million

Leverages our existing orphan disease business and corporate infrastructure to offer revenue and operating synergies

Expected operating synergies of more than $50 million in 2016

5

(1)BUPHENYL is known as AMMONAPS in Sweden

Non-Confidential Information Horizon Pharma plc

Transaction Highlights

Deal Cash tenderoffer at $46.00 per share

Terms Transaction value of approximately $940 million

Expected to close during 2Q 2015

Subject to the receipt of certain regulatory clearances and the Timing tender of a majority of the outstanding Hyperion shares

Support agreements in place which represent approximately 21% of outstanding shares

$900 million in debt commitments + Horizons existing isting cash sh Financing Replace Re ce the debt commitmentsthrough new debt issuances

Plans

Replace our Senior Secured Credit Facility

6

Non-Confidential Information Horizon Pharma plc

Seven U.S. Products in Three Market Segments(1)

Orphan Diseases Primary Care Specialty

14 clinical sales associates 325 sales reps 40 sales reps

Academic medical centers Primary care Rheumatology Infectious disease, Orthopedic surgeons immunology, metabolic geneticists, pediatric hematology/oncology

7 (1)Assumes the closing of the proposed acquisition of Hyperion Therapeutics Non-Confidential Information Horizon Pharma plc

What are UCDs?

Overview

Symptoms and Diagnosis

Management

Genetic deficiency in 1 of 8 enzymes/transporters that constitute the urea cycle

Liver is unable to properly convert ammonia to urea to beeliminated from the body as urine

Elevated levels of ammonia in the blood can be toxic

Severity varies greatly depending on subtype, full or partial deficiency and other factors

Wide range of symptoms

Results in frequent misdiagnoses

Excessively highlevels of ammonia can result in a hyperammonemic crises

May result in irreversible brain damage, coma or death

Symptoms typically first appear in infants, but can also present later in life

Blood ammonia level and other tests utilized

Newborn screening detects 3 of the 8 subtypes

Dietary protein restriction

Dietary supplements

Amino acids

Sodium benzoate

Phenylbutyric acid (PBA) medications, also known as ammonia scavengers

RAVICTI: oral liquid form for chronic use

BUPHENYL: tablet or powder form for chronic use

AMMONUL: IV form for acute hospital use

8

Non-Confidential Information Horizon Pharma plc

RAVICTIs Superior Profile Drives Improved Compliance

90%+ RAVICTI compliance rate

(1)

Patent / Exclusivity #

Form Oral liquid Tabletsor powder Max Daily Dose 3 teaspoons 40 tablets Taste and Smell Virtually none Repellant Sodium Content None High levels Age Range in Label 2 years of age All ages

Current Marketing U.S., Canada, Japan, Sweden U.S.

Approval(s) and other ex-U.S. territories Orphan Exclusivity to 2020; None; IP 2 method patents with generic powderprotection to 2030 and 2032 on the market

9 (1)BUPHENYL is known as AMMONAPS in Sweden

Non-Confidential Information Horizon Pharma plc

UCD U.S. Market Overview

UCD Diagnosed Patients(~1,100)

UCD Market Key Priorities

March 2015(1)

1

Transition NaPBA patients to RAVICTI

~425 . 355 2 Diagnosed, PBA treatment nave

32% 39%

3

Newly diagnosed (~35 patients per year)

~325 .

4

Undiagnosed (~1,000 patients)

29%

5

Expanded label: patients 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