Amended Statement of Ownership: Solicitation (sc 14d9/a)
June 17 2013 - 5:11PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE 14D−9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)
ELAN
CORPORATION, PLC
(Name of Subject Company)
ELAN
CORPORATION, PLC
(Names of Person Filing Statement)
______________________________
Ordinary
Shares, par value €0.05 each
(Title of Class of Securities)
______________________________
G29539106
(CUSIP Number
of Class of Securities)
______________________________
American
Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
______________________________
284131208
(CUSIP Number
of Class of Securities)
______________________________
William F. Daniel
Elan Corporation, plc
Treasury Building
Dublin 2, Ireland
011-353-1-709-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the
Person Filing Statement)
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Copies to:
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Christopher T. Cox, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
(212) 504-6000
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[_]
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Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
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This
Amendment No. 14 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9
(as amended from time to time, the “
Statement
”) originally filed by Elan Corporation, plc, a public limited
company organized under the laws of Ireland (“
Elan
”), with the Securities and Exchange Commission on May 15,
2013, relating to the unsolicited offer by Echo Pharma Acquisition Limited, a private limited company incorporated under the laws
of Ireland (“
Royalty Pharma
”), as disclosed in the Tender Offer Statement on Schedule TO, dated May 2,
2013, as amended, to exchange each outstanding ordinary share of €0.05 each of Elan (“
Elan Shares
”), including
Elan Shares represented by American Depositary Shares, for US$13.00 in cash plus a contingent value right, upon the terms and
subject to the conditions set forth in (i) the Cash Offer, dated May 2, 2013, as amended (the “
Offer Document
”),
and as further amended by that certain Rule 2.5 announcement of Royalty Pharma relating thereto dated June 7, 2013 and (ii) the
related revised forms of acceptance and Letter of Transmittal. Except as specifically noted herein, the information set forth
in the Statement remains unchanged.
ITEM 9.
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EXHIBITS.
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The following exhibits are filed herewith:
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Exhibit
Number
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Description
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(a)(25)
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Press release, dated June 17, 2013
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SIGNATURE
After due inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ELAN CORPORATION, PLC
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By:
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/s/William F. Daniel
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Name: William F. Daniel
Title: Executive Vice President and Company Secretary
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Dated: June 17, 2013
EXHIBIT INDEX
ITEM 9.
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EXHIBITS.
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The following exhibits are filed herewith:
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Exhibit
Number
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Description
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(a)(25)
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Press release, dated June 17, 2013
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