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Elan Announces Commencement Of Tender Offer And Consent Solicitation

In addition to the Total Consideration or the Tender Offer Consideration, holders whose Notes are accepted in the Tender Offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable settlement date.

The Issuers intend to redeem any Notes that remain outstanding following the Tender Offer at a redemption price equal to 108.75% of their face amount, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date. The Issuers intend to issue a notice of redemption as early as the settlement of the New Notes Issuance (as defined below).

The Tender Offer and Consent Solicitation is conditioned on customary closing conditions, including a financing condition. Subject to market conditions, the Issuers intend to commence an offering of senior notes (the “New Notes Issuance”). Proceeds from the New Notes Issuance, together with available cash on hand, will be used to pay the applicable consideration, accrued and unpaid interest and related fees and expenses in connection with the Tender Offer and Consent Solicitation. If any of the conditions of the Tender Offer and Consent Solicitation are not satisfied, the Issuers are not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer and Consent Solicitation. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are included in the Offer to Purchase.

This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

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