Elan Corporation, plc (“Elan”) (NYSE: ELN) announced today that it will redeem all of the Senior Notes due 2016 issued on October 2, 2009 (the “2009 Notes”) and Senior Notes due 2016 issued on August 17, 2010 (the “2010 Notes” and, together with the 2009 Notes, the “Notes”) of its wholly owned subsidiaries, Elan Finance public limited company and Elan Finance Corp. (the “Co-Issuers”), that remain outstanding following the completion of the Co-Issuers’ previously announced tender offer to purchase any and all of the outstanding Notes (the “Tender Offer”). The Tender Offer is made pursuant to an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase and Consent Solicitation Statement”), dated September 24, 2012, and 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”). Notes in an aggregate principal amount of $624.5 million are currently outstanding.
The Notes are redeemable at the Co-Issuers’ option at a redemption price equal to 108.750% of the outstanding principal amount ( i.e., $1,087.50 per $1,000 principal amount of the Notes), plus an amount equal to $3.89 per $1,000 principal amount, which represents the accrued but unpaid interest from October 15, 2012, the most recent interest payment date of the Notes, to October 31, 2012. The redemption is expected to occur on October 31, 2012.
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. Holders of Notes who validly tender their Notes after the Consent Payment Deadline but on or before the Expiration Date, and whose Notes are accepted for purchase, will receive only the Tender Offer Consideration. 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.