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Elan Announces Commencement Of Tender Offer And Consent Solicitation

Elan Corporation, plc (“Elan”) (NYSE: ELN) today announced that its wholly-owned subsidiaries, Elan Finance public limited company (“Elan Finance”) and Elan Finance Corp. (“Elan Corp.” and together with Elan Finance, the “Issuers”), are commencing a cash tender offer (the “Tender Offer”) to purchase any and all of their outstanding:

  • 8.750% Senior Notes due 2016 issued October 2, 2009 (the “2009 Notes”); and
  • 8.750% Senior Notes due 2016 issued August 17, 2010 (the “2010 Notes” and, together with the 2009 Notes, the “Notes”).

As part of the Tender Offer, the Issuers are soliciting consents (the “Consent Solicitation” and, together with the Tender Offer, the “Tender Offer and Consent Solicitation”) from the holders of the Notes for certain proposed amendments that would eliminate or modify substantially all restrictive covenants, certain events of default and other provisions contained in each of the indentures governing the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments. Holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Tender Offer and Consent Solicitation is being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated September 24, 2012 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.

The Tender Offer will expire at 11:59 p.m., Eastern Time, on October 22, 2012, unless the Tender Offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not withdraw their Notes prior to 11:59 p.m., Eastern Time, on October 5, 2012 (as such time and date may be extended, the “Consent Payment Deadline”) and whose Notes are accepted for purchase, will receive the “Total Consideration,” which is equal to (i) $1,053.34 per $1,000.00 principal amount of Notes validly tendered (the “Tender Offer Consideration”) plus (ii) a consent payment of $40.00 per $1,000.00 principal amount of Notes validly tendered (the “Consent Payment”). Holders of Notes who validly tender their Notes after the Consent Payment Date but on or before the Expiration Date, and whose Notes are accepted for purchase, will receive only the Tender Offer Consideration.

Title of Security   CUSIP Number  

Principal Amount Outstanding

 

Tender Offer Consideration (1)

  Consent Payment (1)  

Total Consideration (1)(2)

8.750% Senior Notes due 2016issued October 2, 2009

284138AK0 $472,100,000.00 $1,053.34 $40.00 $1,093. 34
 

8.750% Senior Notes due 2016issued August 17, 2010

284138AM6 $152,400,000.00 $1,053. 34 $40.00 $1,093. 34
 

(1) Per $1,000.00 principal amount of Notes validly tendered and accepted for purchase.

(2) Inclusive of Consent Payment.

 

The Issuers reserve the right but are under no obligation, at any point following the Consent Payment Deadline and before the Expiration Date, to accept for purchase any Notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline (the “Early Settlement Date”). The Early Settlement Date will be determined at the Issuers’ option and is currently expected to occur on the first business day following the Consent Payment Deadline, subject to all conditions to the Tender Offer having been satisfied or waived by the Issuers. Irrespective of whether the Issuers choose to exercise the option to have an Early Settlement Date, the Issuers will purchase any remaining Notes that have been validly tendered and not subsequently withdrawn at or prior to the Expiration Date, subject to all conditions to the Tender Offer and Consent Solicitation having been satisfied or waived by the Issuers (the “Final Settlement Date”). The Final Settlement Date is expected to occur on the first business day following the Expiration Date, subject to all conditions to the Tender Offer having been satisfied or waived by the Issuers.

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