Items 1 through 9, and Item 11.
This Amendment No. 14 to Tender Offer Statement on Schedule TO amends and supplements the statement (as amended, the “
Schedule TO
”) originally filed on May 2, 2013, as amended by Amendment No. 1 thereto filed on May 20, 2013, Amendment No. 2 thereto filed on May 23, 2013, Amendment No. 3 thereto filed on May 24, 2013, Amendment No. 4 thereto filed on May 28, 2013, Amendment No. 5 thereto filed May 29, 2013, Amendment No. 6 thereto filed on May 30, 2013, Amendment No. 7 thereto filed on May 31, 2013, Amendment No. 8 thereto filed on June 4, 2013, Amendment No. 9 thereto filed on June 5, 2013, Amendment No. 10 thereto filed on June 6, 2013, Amendment No. 11 thereto filed on June 7, 2013, Amendment No. 12 thereto filed on June 10, 2013 and Amendment No. 13 thereto filed on June 11, 2013, by Echo Pharma Acquisition Limited (“
Royalty Pharma
”), Echo Acquisition Lux Three Sarl, Echo Acquisition Lux Two Sarl, Echo Acquisition Lux One Sarl, RPI US Partners, LP, RPI US Partners II, LP, RPI International Partners, LP, RPI International Partners II, LP, Pharmaceutical Investors, LP, Pharma Management, LLC, Pharma Management (Cayman) Limited, RP Management, LLC and Pablo Legorreta. The Schedule TO relates to the offer by Royalty Pharma to purchase all of the issued and to be issued ordinary shares, nominal value €0.05 per share (the “
Elan Shares
”) of Elan Corporation, plc (including Elan Shares represented by American depositary receipts), at a price per share of $13.00 plus one non-transferrable contingent value right worth between zero and $2.50, upon the terms and subject to the conditions set forth in the Cash Offer, dated May 2, 2013, as amended by the Increased All Cash Offer, dated May 23, 2013, and the Further Increased Offer, a copy of which is attached hereto as Exhibit (a)(1)(EEE), and in the related further revised forms of acceptance and ADS letter of transmittal, copies of which are attached hereto as Exhibits (a)(1)(FFF), (a)(1)(GGG) and (a)(1)(HHH), which, together with any amendments or supplements thereto, collectively constitute the “
Offer
.”
The information set forth in the Offer, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except as otherwise set forth below.
Item 10. Financial Statements.
Not applicable.
Item 12. Exhibits.
“Item 12. Exhibits” of the Schedule TO is hereby amended and restated as follows:
|
Exhibit No.
|
Description
|
|
(a)(1)(A)
|
Cash Offer, dated May 2, 2013.*
|
|
(a)(1)(B)
|
Form of Acceptance for Holders of Certificated Elan Shares.*
|
|
(a)(1)(C)
|
Form of Acceptance for Holders of Elan Shares Through CREST.*
|
|
(a)(1)(D)
|
Form of ADS Letter of Transmittal.*
|
|
(a)(1)(E)
|
Form of Letter to Brokers, Dealers, Etc.*
|
|
(a)(1)(F)
|
Form of Letter to Clients.*
|
|
(a)(1)(G)
|
Announcement by Royalty Pharma issued pursuant to Rule 2.4 of the Irish Takeover Rules on February 25, 2013, incorporated by reference to Schedule TO-C filed by RP Management, LLC on February 25, 2013.*
|
|
(a)(1)(H)
|
Announcement by Royalty Pharma issued on May 6, 2013, incorporated by reference to Schedule TO-C filed by RP Management, LLC on March 6, 2013.*
|
|
(a)(1)(I)
|
Presentation by Royalty Pharma made available on March 6, 2013, incorporated by reference to Schedule TO-C filed by RP Management, LLC on March 6, 2013.*
|
|
(a)(1)(J)
|
Announcement by Royalty Pharma issued on April 3, 2013, incorporated by reference to Schedule TO-C filed by RP Management, LLC on April 3, 2013.*
|
|
(a)(1)(K)
|
Presentation by Royalty Pharma made available on April 15, 2013, incorporated by reference to Schedule TO-C filed by RP Management, LLC on April 15, 2013.*
|
|
(a)(1)(L)
|
Announcement issued pursuant to Rule 2.5 of the Irish Takeover Rules issued on April 15, 2013, incorporated by reference to Schedule TO-C filed by RP Management, LLC on April 15, 2013.*
|
|
(a)(1)(M)
|
Press Release issued by Royalty Pharma on May 2, 2013.*
|
|
(a)(1)(N)
|
Summary Advertisement as published in The New York Times on May 2, 2013.*
|
|
(a)(1)(O)
|
Summary Advertisement as published in The Irish Examiner and The Irish Independent on May 2, 2013.*
|
|
(a)(1)(P)
|
Announcement issued pursuant to Rule 2.5 of the Irish Takeover Rules issued on May 20, 2013.*
|
|
(a)(1)(Q)
|
Press Release issued by Royalty Pharma on May 20, 2013.*
|
|
(a)(1)(R)
|
Letter to Elan Stockholders from Pablo Legorreta, dated May 23, 2013.*
|
|
(a)(1)(S)
|
Increased All Cash Offer, dated May 23, 2013.*
|
|
(a)(1)(T)
|
Revised Form of Acceptance for Holders of Certificated Elan Shares.*
|
|
(a)(1)(U)
|
Revised Form of Acceptance for Holders of Elan Shares Through CREST.*
|
|
(a)(1)(V)
|
Revised Form of ADS Letter of Transmittal.*
|
|
(a)(1)(W)
|
Revised Form of Letter to Brokers, Dealers, Etc.*
|
|
(a)(1)(X)
|
Revised Form of Letter to Clients. *
|
|
(a)(1)(Y)
|
Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on May 23, 2013.*
|
|
(a)(1)(Z)
|
Press Release issued by Royalty Pharma on May 23, 2013.*
|
|
(a)(1)(AA)
|
Summary Advertisement as published in The Irish Examiner and The Irish Independent on May 23, 2013.*
|
|
(a)(1)(BB)
|
Announcement issued pursuant to Rule 17.1 and Rule 2.9 of the Irish Takeover Rules on May 24, 2013.*
|
|
(a)(1)(CC)
|
Press Release issued by Royalty Pharma on May 24, 2013.*
|
|
(a)(1)(DD)
|
Announcement issued by Royalty Pharma on May 28, 2013.*
|
|
(a)(1)(EE)
|
Press Release issued by Royalty Pharma on May 28, 2013.*
|
|
(a)(1)(FF)
|
Presentation by Royalty Pharma, dated May 28, 2013.*
|
|
(a)(1)(GG)
|
Press Release issued by Royalty Pharma on May 29, 2013.*
|
|
(a)(1)(HH)
|
Announcement issued by Royalty Pharma on May 30, 2013.*
|
|
(a)(1)(II)
|
Press Release issued by Royalty Pharma on May 30, 2013.*
|
|
(a)(1)(JJ)
|
Statement issued by Royalty Pharma on May 30, 2013.*
|
|
(a)(1)(KK)
|
Proxy Statement of Royalty Pharma.*
|
|
(a)(1)(LL)
|
Green Proxy Card.*
|
|
(a)(1)(MM)
|
ADS Voting Instruction Card.*
|
|
(a)(1)(NN)
|
Announcement issued by Royalty Pharma on May 31, 2013.*
|
|
(a)(1)(OO)
|
Press Release issued by Royalty Pharma on May 31, 2013.*
|
|
(a)(1)(PP)
|
Presentation by Royalty Pharma, dated May 31, 2013. *
|
|
(a)(1)(QQ)
|
Press Release issued by Royalty Pharma on June 3, 2013.*
|
|
(a)(1)(RR)
|
Press Release issued by Royalty Pharma on June 5, 2013.*
|
|
(a)(1)(SS)
|
Announcement issued by Royalty Pharma on June 6, 2013.*
|
|
(a)(1)(TT)
|
Press Release issued by Royalty Pharma on June 6, 2013.*
|
|
(a)(1)(UU)
|
Announcement issued pursuant to Rule 17.1 and Rule 2.9 of the Irish Takeover Rules on June 7, 2013.*
|
|
(a)(1)(VV)
|
Press Release issued by Royalty Pharma on June 7, 2013.*
|
|
(a)(1)(WW)
|
Announcement issued by Royalty Pharma pursuant to Rule 2.5 of the Irish Takeover Rules on June 7, 2013.*
|
|
(a)(1)(XX)
|
Press Release issued by Royalty Pharma on June 7, 2013.*
|
|
(a)(1)(YY)
|
Proxy Statement of Royalty Pharma.*
|
|
(a)(1)(ZZ)
|
Green Proxy Card.*
|
|
(a)(1)(AAA)
|
ADS Voting Instruction Card.*
|
|
(a)(1)(BBB)
|
Form of Contingent Rights Value Agreement between Royalty Pharma and The Colbent Corporation.*
|
|
(a)(1)(CCC)
|
Complaint filed by Elan Corporation, plc in the United States District Court for the Southern District of New York on June 3, 2013.*
|
|
(a)(1)(DDD)
|
Order to Show Cause for Preliminary Injunction, Temporary Restraining Order, and Expedited Discovery entered on June 3, 2013.*
|
|
(a)(1)(EEE)
|
Further Increased Offer, dated June 10, 2013.*
|
|
(a)(1)(FFF)
|
Further Revised Form of Acceptance for Holders of Certificated Elan Shares.*
|
|
(a)(1)(GGG)
|
Further Revised Form of Acceptance for Holders of Elan Shares Through CREST.*
|
|
(a)(1)(HHH)
|
Further Revised Form of ADS Letter of Transmittal.*
|
|
(a)(1)(III)
|
Further Revised Form of Letter to Brokers, Dealers, Etc.*
|
|
(a)(1)(JJJ)
|
Further Revised Form of Letter to Clients.*
|
|
(a)(1)(KKK)
|
Summary Advertisement as published in the Wall Street Journal and The New York Times on June 10, 2013.*
|
|
(a)(1)(LLL)
|
Announcement of posting of Further Revised Offer Document issued by Royalty Pharma on June 10, 2013.*
|
|
(a)(1)(MMM)
|
Press Release announcing posting of Further Revised Offer Document issued by Royalty Pharma on June 10, 2013.*
|
|
(a)(1)(NNN)
|
Announcement issued by Royalty Pharma on June 10, 2013.*
|
|
(a)(1)(OOO)
|
Press Release issued by Royalty Pharma on June 10, 2013.*
|
|
(a)(1)(PPP)
|
Presentation by Royalty Pharma, dated June 10, 2013.*
|
|
(a)(1)(QQQ)
|
Announcement of Presentation by Royalty Pharma issued on June 10, 2013.*
|
|
(a)(1)(RRR)
|
Press Release announcing Presentation by Royalty Pharma issued on June 10, 2013.*
|
|
(a)(1)(SSS)
|
Plenary Summons issued by the High Court of Ireland.*
|
|
(a)(1)(TTT)
|
Order by the High Court of Ireland entered on June 3, 2013.*
|
|
(a)(1)(UUU)
|
Summary Advertisement as published in the Wall Street Journal and The New York Times on June 11, 2013.*
|
|
(a)(1)(VVV)
|
Announcement issued pursuant to Rule 17.1 and Rule 2.9 of the Irish Takeover Rules on June 11, 2013.*
|
|
(a)(1)(WWW)
|
Press Release announcing Acceptance Levels of Further Increased Offer Pharma issued by Royalty on June 11, 2013.*
|
|
(a)(1)(XXX)
|
Announcement of Withdrawal of Elan Suit issued by Royalty Pharma on June 11, 2013.*
|
|
(a)(1)(YYY)
|
Press Release announcing Withdrawal of Elan Suit issued by Royalty Parma on June 11, 2013.*
|
|
(a)(1)(ZZZ)
|
Announcement issued by Royalty Pharma on June 11, 2013.*
|
|
(a)(1)(AAAA)
|
Press Release issued by Royalty Pharma on June 11, 2013.*
|
|
(a)(1)(BBBB)
|
Notice of Voluntary Dismissal, dated June 10, 2013.*
|
|
(a)(1)(CCCC)
|
Q&A for Further Increased Offer, dated June 11, 2013.*
|
|
(a)(1)(DDDD)
|
Press Release issued by Royalty Pharma on June 11, 2013.*
|
|
(a)(1)(EEEE)
|
Announcement issued by Royalty Pharma on June 13, 2013.
|
|
(a)(1)(FFFF)
|
Press Release issued by Royalty Pharma on June 13, 2013.
|
|
(b)(1)
|
Form of Senior Secured Bridge Credit Agreement, among State Street Custodial (Ireland) Limited, solely in its capacity as trustee of Royalty Pharma Investments (the “Bridge Credit Borrower”), certain affiliates of the Bridge Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. as syndication agent.*
|
|
(b)(2)
|
Form of Amended and Restated Credit Agreement, among RPI Finance Trust (the “A&R Credit Borrower”), certain affiliates of the A&R Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.*
|
|
(b)(3)
|
Amended Form of Senior Secured Bridge Credit Agreement, among State Street Custodial (Ireland) Limited, solely in its capacity as trustee of Royalty Pharma Investments (the “Bridge Credit Borrower”), certain affiliates of the Bridge Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. as syndication agent.*
|
|
(b)(4)
|
Amended Form of Amended and Restated Credit Agreement, among RPI Finance Trust (the “A&R Credit Borrower”), certain affiliates of the A&R Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.*
|
|
(b)(5)
|
Second Amended Form of Senior Secured Bridge Credit Agreement, among State Street Custodial (Ireland) Limited, solely in its capacity as trustee of Royalty Pharma Investments (the “Bridge Credit Borrower”), certain affiliates of the Bridge Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. as syndication agent.*
|
|
(b)(6)
|
Second Amended Form of Amended and Restated Credit Agreement, among RPI Finance Trust (the “A&R Credit Borrower”), certain affiliates of the A&R Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.*
|
|
(b)(7)
|
Third Amended Form of Senior Secured Bridge Credit Agreement, among State Street Custodial (Ireland) Limited, solely in its capacity as trustee of Royalty Pharma Investments (the “Bridge Credit Borrower”), certain affiliates of the Bridge Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. as syndication agent.*
|
|
(b)(8)
|
Third Amended Form of Amended and Restated Credit Agreement, among RPI Finance Trust (the “A&R Credit Borrower”), certain affiliates of the A&R Credit Borrower from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.*
|
|
(d)
|
Not applicable.
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
*Previously Filed
Item 13. Information Required by Schedule 13E-3.
Not applicable.