DEFA14A

This Schedule 14A filing consists of a presentation that will be used by Horizon Pharma, Inc. (“Horizon”) in investor meetings and conferences beginning on June 23, 2014. Certain information contained in the presentation relating to Vidara Therapeutics International Ltd. (“Vidara”) and ACTIMMUNE^® has been provided by Vidara.

The presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of a business combination transaction between Horizon and Vidara and the timing and benefits thereof, Horizon’s and the combined company’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio, development programs and management structure, and other statements that are not historical facts. These forward-looking statements are based on Horizon’s 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 looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizon’s ability to complete the transaction with Vidara on the proposed terms and schedule; risks associated with business combination 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 transaction will not occur; risks related to future opportunities and plans for Horizon, as well as the combined company, including uncertainty of the expected financial performance and results; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of the combined company’s shares could decline, as well as other risks related to Horizon’s business, including Horizon’s dependence on sales of DUEXIS and VIMOVO and its ability to increase sales of its DUEXIS, VIMOVO and RAYOS/LODOTRA products; competition, including potential generic competition; the ability of Horizon to protect its intellectual property and defend its patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2013. 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.

In connection with the proposed transaction with Vidara, Horizon and Vidara will be filing documents with the SEC, including the filing by Horizon of a preliminary and definitive proxy statement/prospectus relating to the proposed transaction and the filing by Vidara of a registration statement on Form S-4 that will include the proxy statement/prospectus relating to the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to Horizon stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON, VIDARA AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, by directing a request to Horizon’s Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon’s Investor Relations department at 224-383-3000 or by email to investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with the SEC on Horizon’s website at www.horizonpharma.com under the heading “Investors” and then under the heading “SEC Filings.”

Horizon and its directors and executive officers and Vidara and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Horizon in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Horizon is also included in Horizon’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 13, 2014. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon as described above.

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of a

business combination transaction between Horizon Pharma and Vidara Therapeutics and the timing and benefits thereof, Horizon Pharma’s

and the combined company’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and

growth potential, anticipated product portfolio, development programs and management structure, and other statements that are not

historical facts. These forward-looking statements are based on Horizon Pharma’s 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 looking statements as

a result of these risks and uncertainties, which include, without limitation, risks related to Horizon Pharma’s ability to complete the transaction

with Vidara on the proposed terms and schedule; risks associated with business combination 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 transaction will not occur; risks related to future opportunities and plans for Horizon Pharma, as well as the combined

company, including uncertainty of the expected financial performance and results; disruption from the proposed transaction, making it more

difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of and factors that

may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to

the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the combined company

does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors,

the market price of the combined company’s shares could decline, as well as other risks related to Horizon Pharma’s business, including

Horizon Pharma’s dependence on sales of DUEXIS and VIMOVO and its ability to increase sales of its DUEXIS, VIMOVO and RAYOS/LODOTRA

products; competition, including potential generic competition; the ability of Horizon Pharma to protect its intellectual property and defend its

patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in

Horizon Pharma's SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2013. 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 changes in its expectations.

Additional Information

In connection with the proposed transaction, Horizon Pharma and Vidara Therapeutics will be filing documents with the

SEC, including the filing by Horizon Pharma of a preliminary and definitive proxy statement/prospectus relating to the

proposed transaction and the filing by Vidara Therapeutics of a registration statement on Form S-4 that will include the

proxy statement/prospectus relating to the proposed transaction. After the registration statement has been declared

effective by the SEC, a definitive proxy statement/prospectus will be mailed to Horizon Pharma stockholders in connection

with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT

ON FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON PHARMA, Vidara THERAPEUTICS AND THE

PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are

available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, by directing a request to

Horizon Pharma’s Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook

Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma’s Investor Relations department at 224-383-3000 or by email to

investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with

the SEC on Horizon Pharma’s website at www.horizonpharma.com under the heading “Investors” and then under the

heading “SEC Filings.”

Horizon Pharma and its directors and executive officers and Vidara Therapeutics and its directors and executive officers

may be deemed participants in the solicitation of proxies from the stockholders of Horizon Pharma in connection with the

proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed

transaction will be included in the proxy statement/prospectus described above. Additional information regarding the

directors and executive officers of Horizon Pharma is also included in Horizon Pharma’s Annual Report on Form 10-K for the

year ended December 31, 2013, which was filed with the SEC on March 13, 2014. These documents are available free of

charge at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon Pharma as described above.

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer

to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

such jurisdiction.

For full prescribing information refer to product websites.

Note Regarding Use of Non-GAAP Financial Measures

Horizon Pharma provides non-GAAP net income (loss) and net income (loss) per share financial measures that include adjustments to

GAAP figures. These adjustments to GAAP exclude non-cash items such as stock compensation and depreciation and amortization, non-

cash interest expense, and other non-cash charges. Certain one-time or substantive events may also be included in the non-GAAP

adjustments periodically when their magnitude is significant within the periods incurred. EBITDA, or earnings before interest, taxes,

depreciation and amortization, is also used and provided by Horizon Pharma as a non-GAAP financial measure. Horizon Pharma believes

that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of

Horizon Pharma’s financial performance. The non-GAAP financial measures are included with the intent of providing investors with a

more complete understanding of operational results and trends. In addition, these non-GAAP financial measures are among the

indicators Horizon Pharma’s management uses for planning and forecasting purposes and measuring Horizon Pharma’s 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 used by Horizon Pharma may be calculated differently from, and

therefore may not be comparable to, non-GAAP financial measures used by other companies.

(1)

On a non-GAAP basis

(2)

Pending the closing of the acquisition of Vidara Therapeutics International Ltd. which is expected this summer

(3)

RAYOS is known as LODOTRA outside the United States

Profitable

(1)

, specialty pharma company with accelerating growth

Integrated commercial model with analytics as its foundation

Four

products

targeting

unmet

therapeutic

needs

primary

care,

orphan

diseases

(2)

and specialty segments

•

VIMOVO

(naproxen/esomeprazole)

•

DUEXIS

(ibuprofen/famotidine)

•

ACTIMMUNE

(interferon gamma 1b)

(2)

•

RAYOS

(prednisone) delayed-release tablets

(3)

Tax efficient corporate platform facilitating an aggressive business

development strategy via product/company acquisitions

(2)

Proven leadership team

Horizon Pharma Overview

Accelerating Growth in Revenues and EBITDA

~497% Year-over-Year

Net Sales Growth

2011

2012

2013

2014E

(1)

1Q 2013

1Q 2014

$6.9

$18.8

$74.0

$275.0

$8.7

$51.9

$(46.8)

$(73.3)

$(33.5)

$(16.6)

$11.0

$(150.0)

$(100.0)

$(50.0)

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

Net Sales

Adjusted EBITDA

(1)

Midpoint of 2014 guidance provided on May 9, 2014 for net sales of $270 - $280 million and adjusted EBITDA of $80 - $90 million which included ACTIMMUNE results for the

assumed period of August through December 2014 and excluded transaction related expenses. By this presentation, Horizon is not confirming or updating its May 9, 2014 financial

guidance.

$85.0

Integrated Commercial Model

Leading-Edge, Value-Based Analytics

Differentiated

Sales Approach

Do What is Right

for the Patient

Optimize

Value

Prescriptions

Made Easy

•

Rep profile –

B2B

•

Funnel

management

•

Optimized targeting

•

Total office and

pharmacy call

•

Uncapped incentives

•

$0 co-pay program

•

Ensure ubiquity

•

Align WAC and

co-pay

•

Maximize net

revenues

•

Understand the

interplay of

pricing, managed

care control and

script volume

•

Eliminate script

fulfillment friction

•

Specialty pharmacy

channel

•

HZNP guarantees

reimbursement

~35% of DUEXIS Prescriptions Through PME (May 2014)

Rx Filled

Refill Rate

(May

2014)

(2)

Fill Rate

(1)

Prescriptions-Made-Easy™

(PME) Specialty

Pharmacy Program Driving Prescriptions

2013

2014

(1)

National Average fill rate calculated by subtracting IMS Monthly Claims national average rejections and reversals from total patients that had

a claim adjudicated (1 – rejections – reversals) and Pharmacy Pilot fill rate based on total patients contacted by the pharmacy that provide

insurance information and fill their prescription (total patients that fill Rx / total patients that are contacted and have insurance information)

(2)

National Average refill rate based on IMS NPA Monthly

(1)

Singh and Rosen Ramey. J Rheumatol. 1998;51(suppl):8–16.

(2)

Geis et al. J Rheumatol. 1996;18:11–14

(3)

M.Wolfe, et.al.; Gastrointestinal Toxicity of Nonsteroidal Anti-inflammatory Drugs; NEJM; vol. 340; no. 24; June 1999.

(4)

BMC Musculoskeletal Disorders 2006, 7:79

(5)

Sturkenboom, et.al.; Aliment Pharmacol Ther 2003; 18:1137-1147

•

GI intolerance incidence: up to 50%

(1)

•

Endoscopic ulcers incidence: 15-46%

(2)

•

Leads to 107k hospitalizations and 16.5k deaths

per year

(3)

•

76% of MDs do not prescribe concomitant GI

therapy

(4)

•

37% of patients non-compliant; increased to

61% by the 3rd prescription

(5)

Novel, proprietary formulations of two of the most prescribed

NSAIDs combined with a GI protectant in a single pill

NSAID-INDUCED

GI TOXICITY

POOR PHYSICIAN AND

PATIENT COMPLIANCE

VIMOVO

DUEXIS

Naproxen

NSAID

Ibuprofen

Esomeprazole

magnesium (PPI)

Protectant

Famotidine

(H2

antagonist)

BID

Dosing

TID

VIMOVO & DUEXIS

Addressing an Unmet Medical Need

VIMOVO as the “Smarter Naproxen”

There is only ~30% TRx overlap of

VIMOVO

and

DUEXIS

prescribers

(1)

VIMOVO

Prescribers

DUEXIS

Prescribers

Weekly New Rx (k)

Product Positioning

Minimal Overlap with

Existing Targets

Underlying Market Potential

…leading to limited overlap in existing

writers of VIMOVO and DUEXIS…

The market potential for ibuprofen and

naproxen underlying NSAID is large,

segmented, and largely untapped…

…VIMOVO and DUEXIS are

highly synergistic and meet different

patient needs

Significant Market Opportunity for both

VIMOVO and DUEXIS with Minimal Overlap

•

Focus on HCPs that need an NSAID,

but are also concerned with

protection

(gold-standard protection,

etc.)

•

Focus on underlying Naproxen

prescribers

•

Focus on HCPs that need best-in-

class pain relief and protection

(rapid onset, gold standard

efficacy, etc.)

•

Focus on underlying Ibuprofen

prescribers

DUEXIS as the “Smarter Ibuprofen”

(1)

Source: Healthcare Analytics (SHA) Prescriber Level Data from June 2013 – August 2013

VIMOVO Off to Strong Start in 2014

LARGE MARKET

OPPORTUNITY

COMMERCIAL

DYNAMICS

EXECUTION

•

Large NSAID market

(>100M TRx/year)

•

Naproxen NSAID in

U.S. with over 16M

TRx/year

•

Peak annual

VIMOVO demand of

~600k scripts and

run rate of ~300k

scripts at YE13

•

Branded NSAIDs in Tier

3 position

•

VIMOVO priced at

monthly WAC of $799,

WAC/TRx of ~$820

•

84% of claims

approved

•

$0 target co-pay

•

May 2014 NRx +2% vs.

April 2014

•

May 2014 TRx +4% vs.

April 2014

•

May 2014 TRx dollars

of ~$21.6M

•

April 2014 TRx dollars

of ~$20.8M

250 Primary Care Reps + 40 Specialty Reps Selling VIMOVO

HZNP –

Full Launch of VIMOVO on February 3, 2014

Source: IMS NPA Monthly data; IMS Claims data – Commercial Only

DUEXIS Scripts Continue to Grow

250 Sales Reps Promoting to Primary Care and ORS

LARGE MARKET

OPPORTUNITY

MANAGED

CARE

EXECUTION

•

Large NSAID market

(100M+ TRx/year)

•

Ibuprofen is leading

NSAID in U.S. with

over 33M TRx/year

•

Branded NSAIDs in Tier

3 position

•

Monthly WAC of $799,

average WAC/Rx of

~$720

•

82% of claims

approved

•

$0 target co-pay

•

NRx/TRx continue to

grow

•

May 2014 TRx +8% vs.

April 2014

•

May 2014 NRx +6% vs.

April 2014

•

May TRx dollars of

~$16.8M

•

April TRx dollars of

~$15.7M

Source: IMS Xponent data; IMS Claims data - Commercial Only

•

On March 19, 2014, announced the acquisition of Vidara Therapeutics

International Ltd. for 31.35 million shares of Horizon stock, $200 million in cash

and plan to become Horizon Pharma plc

•

Closing is currently projected to be this summer

•

ACTIMMUNE

–

Recombinant biologic approved in two ultra orphan indications, CGD and SMO

–

Realized $58.9 million in net revenues in 2013

–

Commercial rights in U.S., Canada, Japan and certain LA, Asian and other ROW

territories

–

Two U.S. patents extending to 2022; perpetual Genentech know-how license

–

Potential for label expansion, including Friedreich’s ataxia and eczema herpeticum

•

Total headcount of 24, including 6 sales reps with biologic and orphan

experience

•

Horizon Pharma plc

corporate structure

–

Corporate headquarters: Dublin, Ireland

–

Bermuda headquarters: Hamilton (IP & BLA)

–

U.S. headquarters: Deerfield, IL

Vidara Therapeutics Acquisition Overview

Pending the closing of the acquisition of Vidara Therapeutics International Ltd. which is expected this summer

•

Pricing

Currently priced at $308K per patient per year

Pricing analyses in process to determine optimal pricing strategy

•

Penetration

CGD and SMO penetration is <25%

Opportunity to increase penetration rates with increased commitment to selling

and marketing

•

New Presentations/Formulations

~25% of scripts are for Medicaid covered patients

$0.01 sales price per vial

New presentation/formulation –

reestablish value-based pricing with Medicaid

•

New Indications

12 patient trial in Freidrich’s Ataxia reading out in 2H:14

Eczema herpeticum

Growth Potential for ACTIMMUNE

Pending the closing of the acquisition of Vidara Therapeutics International Ltd. which is expected this summer

RAYOS Commercial Overview

HIGH UNMET NEED IN

RA & PMR

COMMERCIAL

DYNAMICS

EXECUTION

•

1.8M RA Patients,

majority suffer from

morning symptoms

•

1.1M PMR Patients,

majority suffer from

morning symptoms

•

~10M annual TRx

•

~3M annual

prednisone Rx’s

•

40 Rheum Specialists

calling on 3,000+

rheumatologists

•

May 2014 TRx +4% vs.

April 2014

•

May 2014 NRx -1% vs.

April 2014

•

May TRx dollars of

~$1.72M

•

April TRx dollars of

~$1.67M

May 2014 TRx +4% vs. April 2014

Note: RAYOS is known as LODOTRA outside the United States

Source: IMS NPA Monthly data; IMS Claims data - Commercial Only

•

Majority Tier 3

position

•

RAYOS priced at $933

WAC per 30-count

bottle, WAC per Rx of

$1,600

•

88% of claims

approved

•

$0 target co-pay

•

DUEXIS

–

6 issued U.S. patents

–

Settled Par Pharmaceutical PIV litigation by granting a non-exclusive right to market a generic

product beginning January 1, 2023, or earlier under certain circumstances

•

VIMOVO

–

8 issued U.S. patents with protection to at least 2022

–

Five generic companies have filed ANDA PIV against VIMOVO

o

Dr. Reddy’s non-infringement challenge in court system (Pisano, NJ)

o

Court ordered mediation is in process (no trial date set)

•

RAYOS

–

5 issued U.S. patents with protection to at least 2024

–

Horizon responded to a PIV Patent Certification received from Watson on July 15, 2013 by filing

a patent

infringement

lawsuit

against

Watson

Aug.

27,

2013

New

Jersey

–

trial

date

set

•

ACTIMMUNE

(1)

–

Two U.S. patents extending to 2022; perpetual Genentech know-how license

Long Life Proprietary Products

(1)

Pending the closing of the acquisition of Vidara Therapeutics International Ltd. which is expected this summer

President & CEO,

IDM Pharma

(Orphan/Osteosarcoma;

sold to Takeda)

Todd Smith

EVP, Chief Commercial

Officer

Agouron, Achillion, Abbott,

Bayer, Fenwal

VP/GM, Abbott Immunology

Led global

development

launch

HUMIRA

($11+B

sales)

Wyeth, Searle, Merck and

Abbott

Marketed 12 NSAIDs, including

Celebrex, VIOXX, Arthrotec,

Mobic, Daypro, Brufen

Jeff Sherman, M.D.

EVP, Chief Medical Officer

BMS, Searle, Takeda, IDM Pharma

Proven Leadership Team

Extensive Commercial, Development and M&A Experience

Bob Carey

EVP, Chief Business Officer

JMP Securities, Dresdner Kleinwort

Wasserstein,

Vector Securities

Board

Member

Raptor

(orphan);

XOMA

(orphan)

Egalet

(opioid);

BIO

Bob De Vaere

(1)

EVP, Chief Financial Officer

IDM Pharma, Nexa Therapeutics,

Epimmune, Vista Medical

Paul Hoelscher

(1)

EVP, Finance

Chief

Financial

Officer

Elect

OfficeMax, Alberto Culver/Unilever,

KPMG LLC

Ben Bove

SVP,

Marketing

Analytics

Galt & Company, Abbott, Fenwal

Jeff Kent, M.D.

SVP, Medical Affairs

Searle (Celebrex/Bextra), Abbott

(HUMIRA)

Tim Walbert

Chairman, President & CEO

(1)

Bob De Vaere will retire , effective September 30, 2014 and enter into a one-year consulting agreement with the Company; Paul Hoelscher will serve as Executive Vice

President, Finance, effective June 23, 2014 and Chief Financial Officer, effective October 1, 2014

Leverage Core

Commercial Strengths

Adjacencies to Current

Capabilities

Important Unmet Need

•

Pursue products with differentiated clinical benefits

•

U.S. products/companies with on-market assets

•

Leverage 250 person primary care sales force

•

Leverage 40 person specialty sales force

•

Build upon orphan presence with ACTIMMUNE

•

Differentiated and/or underappreciated assets with targeted

approach regardless of therapeutic area

•

Opportunistic targets which provide geographic expansion

•

Immediate accretion

•

Attractive financial returns

•

Long life assets

Maximize Shareholder

Value Creation

Business Development Strategy

($ in millions)

Period

1Q 2014 % Change from

1Q 2013

2Q 2013

3Q 2013

4Q 2013

FY 2013

1Q 2014

1Q 2013

4Q 2013

Net Sales by Product

VIMOVO

1.0

34.0

DUEXIS

4.8

9.5

21.6

23.1

59.0

13.9

190%

-40%

RAYOS

(1)

0.4

1.8

3.2

5.8

3.3

727%

LODOTRA

(1)

3.5

1.2

0.7

2.8

8.2

0.7

-80%

-75%

Total Net Sales

8.7

11.1

24.1

30.1

74.0

51.9

497%

73%

Adjusted EBITDA

(3)

(16.6)

(13.9)

(0.8)

(1.0)

(32.3)

11.0

1Q 2014 and Full Year 2013 Results

•

Adjusted 1Q 2014 non-GAAP net income was $11.0 million, or $0.16 non-

GAAP basic earnings per share and $0.13 non-GAAP diluted earnings per share

(1)

RAYOS is known as LODOTRA outside the United States

(2)

Not meaningful

(3)

Adjusted EBITDA reflects adjustments for Vidara acquisition costs

(2)

Adjusted Financials Reconciliation

($ in thousands)

Fiscal Year Ended December 31,

Three Months Ended March 31,

2011

2012

2013

2014

GAAP Net Loss

(113,265)

(87,794)

(149,005)

(22,171)

(206,250)

Loss on derivative revaluation

69,300

204,030

Intangible impairment charge

69,621

Depreciation and intangible amortization expense

4,199

5,538

9,310

1,922

5,403

Interest expense, net

6,284

14,525

39,178

3,603

4,207

Other expense, net

667

Foreign exchange loss (gain)

1,023

(489)

(1,206)

905

Benefit for income taxes

(14,683)

(5,171)

(1,121)

(881)

(1,105)

Non-GAAP Adjustments

66,444

14,459

115,461

5,549

213,240

EBITDA

(46,821)

(73,335)

(33,544)

(16,622)

6,990

Adjustments for Vidara acquisition costs

1,252

4,049

Total Non-GAAP Adjustments

66,444

14,459

116,713

5,549

217,289

Adjusted EBITDA

(46,821)

(73,335)

(32,292)

(16,622)

11,039

Adjusted Financials Reconciliation (continued)

Three Months Ended

($ in thousands)

March 31,

2014

GAAP Net Loss

(206,250)

Loss on derivative revaluation

204,030

Intangible amortization expense (net of tax effect)

4,680

Stock based compensation

1,927

Amortization of debt discount and deferred financing costs

2,333

Depreciation expense

376

Amortization of deferred revenue

(161)

Non-GAAP Adjustments

213,185

Non-GAAP Net Income (Loss)

6,935

Adjustments for Vidara acquisition costs

4,049

Total Non-GAAP Adjustments

217,234

Adjusted Non-GAAP Net Income (Loss)

10,984

GAAP Net Loss per common share - basic

(3.07)

Non-GAAP Adjustments

3.23

Adjusted Non-GAAP Basic Earnings (Loss) per Share

0.16

Dilutive earnings per share effect of common stock equivalents

(0.03)

Adjusted Non-GAAP Net Income (Loss) per Common Share - Diluted

0.13

(in millions)

As of 3/31/14

Pro Forma for

Vidara Acquisition

Balance Sheet

Cash

$103.4

n/a

Debt

$150.0

(1)

$450.0

(2)

Capitalization

(3)

Basic Shares Outstanding

71.4

102.8

Fully Diluted Shares Outstanding

(4)

90.4

121.8

Financial Highlights

(1)

Gross amount of 5% convertible notes outstanding, excluding debt discount

(2)

Includes $300 million senior secured credit agreement; see following slide for further details.

(3)

Includes all issued and outstanding securities, vested and unissued RSUs and contingent stock options. Pro Forma column includes 31,350,000

shares issued to Vidara shareholders upon closing and assumes no existing warrants, options or RSUs are exercised between 3/31/14 and closing.

(4)

Excludes shares issuable upon conversion of $150 million convertible note.

•

On June 19, 2014, we announced an agreement with a group of lenders to provide Horizon

with $300 million in financing that will replace the $250 million bridge loan commitment

received from Deerfield Management Company, L.P., announced on March 19, 2014

Senior Secured Credit Agreement

Loan Commitment

Senior secured term loans

Size

$300 million

Term

5 years

Interest Rate

L + 8.0% (LIBOR Floor: 1.0%) or

the prime lending rate + 7.0% (at each borrower’s option)

Make-whole

T+50 bps for two years and callable thereafter at a premium:

Year 3: 104, year 4: 102, year 5: 100

Amortization

None

Accordion

(1)

Unlimited subject to (i) minimum EBITDA of $70 million, (ii) maximum senior secured net

leverage ratio < 3.5x (cash netting cap of $50 million) and (iii) maximum total net leverage

ratio < 5.5x (cash netting cap of $50 million)

Timing

Coincident with the closing of the proposed acquisition of Vidara

Use of proceeds

To effect the proposed acquisition of Vidara, pay related transaction fees and expenses

and for general corporate purposes

(1)

EBITDA to reflect certain adjustments and be calculated on a Last Quarter Annualized basis for any test period ending on or prior to June 30, 2015,

after which EBITDA shall be calculated on a Last Twelve Months Basis after giving pro forma effect to any acquisitions and dispositions that have

occurred during the test period and on or before the calculation date.

Horizon Pharma History

2005

2008

2010

2011

2012

2013

Founded in Palo

Alto, CA

Relocates

to IL

DUEXIS

U.S. Approval

4-2011

$50M IPO

(NASDAQ: HZNP)

DUEXIS

U.S. Launch

$111M Raised:

$60M in Debt and

$51M in Equity

$86M Equity

Raise

RAYOS

U.S.

Approval

7-2012

RAYOS

U.S. Launch

T. Walbert

joins as CEO

Acquisition of

VIMOVO

$150M Convert

VIMOVO

HZNP

U.S. Launch

2014

Vidara

Acquisition

(1)

$300M Loan

(1)

Pending the closing of the acquisition of Vidara Therapeutics International Ltd. which is expected this summer

Acquisition of private,

Switzerland-based Nitec

Pharma (RAYOS)

RAYOS Delivers Superior to Immediate-Release

Prednisone in Reducing Morning Stiffness

CAPRA-1 (Pivotal EU Phase 3 Study)

23% mean relative reduction in morning stiffness after 3 months

Sustained reduction of morning stiffness (~50% reduction)

Reduction in IL-6 levels (~30% after 3 months, ~40% after 12 months)

Relative change from baseline in duration of morning stiffness for the safety set of the open phase

IR PREDNISONE GROUP

SWITCHED TO

LODOTRA

DOUBLE BLIND

PHASE

p-value = 0.045

Mean Immediate Release Prednisone Group

Mean LODOTRA Group

Note:

RAYOS is known as LODOTRA outside the United States

-80

-70

-60

-50

-40

-30

-20

-10

Study Month

OPEN LABEL PHASE

Source:

The Lancet, 2008 (371:205-14)


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