Elan Advises Shareholders to Withdraw Any Acceptances of the Royalty Pharma Offer & Not to Tender Any Further Acceptances int...
June 18 2013 - 2:00AM
Business Wire
Elan Corporation, plc (NYSE: ELN) (Elan or the Company) today
advises Elan Shareholders to withdraw any acceptances of Royalty
Pharma’s Offer without delay and not to tender any further
acceptances. Following the outcome of the Elan EGM yesterday
morning, and in accordance with the terms of the Royalty Pharma
Offer, the Royalty Pharma Offer has now lapsed*.
Withdrawal of acceptances of the Royalty Pharma Offer will
ensure that Elan Shareholders are in a position to participate in
the benefits of the formal sale process which has now commenced.
Elan's financial advisers contacted Royalty Pharma's financial
advisers over the weekend of 15/16 June for the purpose of inviting
Royalty Pharma to participate in that process.
The procedures for withdrawal of acceptances are set out in
paragraph 4(g) on the Royalty Pharma offer document dated June 10,
2013.
*Royalty Pharma had sought the approval from the Irish Takeover
Panel to allow it to amend its offer so it would not lapse should
the Share Repurchase Program or the ELND005 Transaction be approved
by shareholders at the EGM. On June 6, 2013, the Irish Takeover
Panel refused to grant such approval. Royalty Pharma has launched
judicial review proceedings in the Irish High Court against the
decision of the Irish Takeover Panel. Pending the resolution of the
proceedings (which are due to be heard on Wednesday 19 June 2013)
Royalty Pharma has secured injunctive relief preventing the Irish
Takeover Panel - in the event that one or both of the ELND005
Transaction or Share Repurchase Program resolutions are passed but
both the Theravance Transaction and the AOP Transaction are
rejected - from issuing a direction that Royalty Pharma lapse its
offer or from treating the offer as having lapsed for any purposes
under the Irish Takeover Panel Act, or otherwise from treating or
deeming the offer to have lapsed.
About Elan
Elan is a biotechnology company, headquartered in Ireland,
committed to making a difference in the lives of patients and their
families by dedicating itself to bringing innovations in science to
fill significant unmet medical needs that continue to exist around
the world. For additional information about Elan, please visit
http://www.elan.com.
Irish Takeover Rules
The Directors of Elan accept responsibility for the information
contained in this announcement, save that the only responsibility
accepted by the Directors of Elan in respect of the information in
this announcement relating to Royalty Pharma, the Royalty Pharma
Group, the board of directors of Royalty Pharma and the persons
connected with them, which has been compiled from published
sources, has been to ensure that such information has been
correctly and fairly reproduced or presented (and no steps have
been taken by the Directors of Elan to verify this information). To
the best of the knowledge and belief of the Directors of
Elan(having taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Any holder of 1% or more of any class of relevant securities of
Elan or of Royalty Pharma may have disclosure obligations under
Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007
(as amended).
No statement in this announcement is intended to be an asset
valuation or a profit forecast and profits and earnings per share
will not necessarily be changed.
Unless otherwise stated, all sources and bases for the
information included in this letter may be found in Elan's defense
document issued to shareholders on 3 June 2013 and Elan's EGM
circular issued to shareholders on 27 May 2013.
Unless otherwise defined, all capitalized terms in this letter
are defined in Elan's defense document issued to shareholders on 3
June 2013 and/or Elan's EGM circular issued to shareholders on 27
May 2013
Forward Looking Statements
This press release contains forward-looking
statements that involve substantial risks and uncertainties. You
can identify these statements by the fact that they use words such
as “anticipate”, “estimate”, “project”, “target”, “intend”, “plan”,
“will”, “believe”, “expect” and other words and terms of similar
meaning in connection with any discussion of future financial
performance or events. Among the factors that could cause actual
results to differ materially from those described or projected
herein are the following: the potential of Tysabri, which may be
severely constrained by increases in the incidence of serious
adverse events (including death) associated with Tysabri (in
particular, by increases in the incidence rate for cases of PML),
or by competition from existing or new therapies (in particular,
oral therapies), and the potential for the successful development
and commercialization of products, whether internally or by
acquisition, especially given the separation of the Prothena
business which left Elan with no material pre-clinical research
programs or capabilities; Elan’s ability to maintain sufficient
cash, liquid resources, and investments and other assets capable of
being monetized to meet its liquidity requirements; the success of
our development activities, and research and development activities
in which Elan retains an interest, including, in particular, the
impact of the announced discontinuation of the development of
bapineuzumab intravenous in mild to moderate Alzheimer’s disease;
failure to comply with anti-kickback, bribery and false claims laws
in the United States, Europe and elsewhere; difficulties or delays
in manufacturing and supply of Tysabri; trade buying patterns; the
impact of potential biosimilar competition, the trend towards
managed care and health care cost containment, including Medicare
and Medicaid; legislation and other developments affecting
pharmaceutical pricing and reimbursement (including, in particular,
the dispute in Italy with respect to Tysabri sales), both
domestically and internationally; failure to comply with Elan’s
payment obligations under Medicaid and other governmental programs;
exposure to product liability (including, in particular, with
respect to Tysabri) and other types of lawsuits and legal defense
costs and the risks of adverse decisions or settlements related to
product liability, patent protection, securities class actions,
governmental investigations and other legal proceedings; Elan’s
ability to protect its patents and other intellectual property;
claims and concerns that may arise regarding the safety or efficacy
of Elan’s product candidates; interest rate and foreign currency
exchange rate fluctuations and the risk of a partial or total
collapse of the euro; governmental laws and regulations affecting
domestic and foreign operations, including tax obligations; whether
Elan is deemed to be an Investment Company or a Passive Foreign
Investment Company; general changes in United States and
International generally accepted accounting principles; growth in
costs and expenses; and the impact of acquisitions, divestitures,
restructurings, product withdrawals and other unusual items. A
further list and description of these risks, uncertainties and
other matters can be found in Elan’s Annual Report on Form 20-F for
the fiscal year ended December 31, 2012, and in its Reports of
Foreign Issuer on Form 6-K filed with the SEC. Elan assumes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Elan Corporation, plcInvestor Relations:Chris Burns, +
1-800-252-3526orDavid Marshall, + 353-1-709-4444orMedia
Relations:Emer Reynolds, + 353-1-709-4022orFTI
ConsultingJonathan Birt, +44-751-559-7858orSard Verbinnen
& CoJamie Tully, +1-212-687-8080
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