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Elan Announces Plan To Spin-Off Discovery Science And Neotope Biosciences To Shareholders

“With Elan’s commitment to capitalize Neotope’s Bioscience, our highly talented scientific team who have previously discovered TYSABRI and an approach to immunotherapy for Alzheimer’s, will have the resources and time to advance programs for chronic degenerative diseases, such as synuclein for Parkinson’s disease, along the drug development stages and provide opportunities for investors to participate in this journey”, said Dr. Lars Ekman, Chairman designate of Neotope Biosciences. Dr. Ekman continued, “In the longer term, the team’s heightened focus and dedication to translating unique scientific insight into clinical programs will provide benefits to the field of life sciences across a broad array of diseases for the ultimate benefit of patients. With this transaction, their successes and insights are expected to provide enormous benefit to the world.”

Messrs. Ingram and Martin concluded, “Our board and management team have spent the previous twelve months assessing the optimal alignment of assets, risk/reward and income statement dynamics to the marketplace and our shareholders. These discussions took place well in advance of the recent release of the top line outcomes of the Bapinezumab Phase 3 trials. The transparent alignment of distinctive timelines and unique business characteristics to enable shareholder investment decisions and choice was our guiding principle and remained a constant which ultimately resulted in today’s announcement.”

Highlights of Previous Decade

The previous decade for Elan has been characterized as one of consistent focus and execution on delivering improvements in all aspects of its business fundamentals. Highlights of this journey include:

  • Expected 2012 revenues of $1.2 – 1.25 billion; growth of 150% since 2004
  • Operating Expenses have decreased by more than 50% since 2002
  • Adjusted EBITDA of positive $147 million in 2011, versus negative $203 million in 2004
  • Debt and Contractual obligations reduced by 76% since 2002
  • Corporate tax rate of 12.5% with the benefit of accumulated losses and structures in excess of $4 billion
  • Launched Tysabri (twice) – for MS with potential for additional indications
  • Reduced AD clinical risk with J&J – maintained programs while retaining 25% of P&L
  • Successful divestment of EDT, generating $1 billion of non-dilutive capital for Elan plc
  • Advanced ELN005 through Phase 2 with potential therapeutic symptomatic applications
  • Advancement of pre-clinical novel targets programs: synuclein, MCAM, tau, amyloid

Strategic Rationale

Today, Elan Corporation, plc is comprised of two distinct investment propositions with differing science-business risks and timeframes:

  • Commercial and growth oriented profitable business capable of generating meaningful after tax earnings for the benefit of stakeholders over the long term. Time horizons immediate and on-going.
  • Early discovery and translation to humans focused on pathology-biology based mis-folding protein targets in chronic degenerative diseases. Science and its predictability remain the major risk factor; time horizons of 5+ years to the clinic.

The Board of Directors as well as executive management believe separating into two distinct business will enable appropriate alignment of funding/capital structures with the mission of each respective business; where the interests of the shareholders and the management team will be synchronized with the risk, return and timelines of activities.

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