Elan Corporation, plc (NYSE: ELN) today announced the publication and filing of a circular to shareholders convening an extraordinary general meeting (“EGM”) to be held in the Davenport Hotel, 8/10 Merrion Street Lower, Dublin 2, Ireland at 10.00 a.m. on Wednesday, December 12, 2012 at which a resolution in connection with the proposed demerger of Elan’s Neotope business (now referred to as the Prothena Business), originally announced on August 13, 2012, will be considered and voted on.
As previously announced, and assuming the necessary preconditions are fulfilled, including an affirmative vote of the Elan shareholders at the EGM, the Prothena business which comprises a substantial portion of Elan’s drug discovery business platform, will be separated into another company by way of a demerger. This company, previously named Neotope Corporation plc, but now named Prothena Corporation plc (Prothena), will be a new publicly traded company incorporated in Ireland.
Under the demerger, Elan will transfer the Prothena Business to Prothena in exchange for Prothena issuing directly to the holders of Elan ordinary shareholders and American Depositary Shares, on a pro rata basis, Prothena shares, representing 99.99% of Prothena’s outstanding shares. Immediately after the demerger (and conditional on prior completion of the demerger) a wholly owned subsidiary of Elan will subscribe $26 million and receive Prothena shares representing 18% of the total outstanding ordinary shares of Prothena (as calculated immediately following the subscription by Elan). The remaining 0.01% of Prothena’s outstanding shares, which were issued to the original incorporators of Prothena will then be redeemed and cancelled. Accordingly, after completion of the transaction, Elan shareholders will directly and indirectly own 100% of the Prothena Business by virtue of their direct ownership of 82% of Prothena’s outstanding shares and indirect ownership of 18% of Prothena’s outstanding shares. Additionally, in connection with the reorganization of the Prothena Business, which preceeds the demerger, Elan is making a cash investment of $99 million in the subsidiaries holding the Prothena Business.
It is intended that application will be made for the Prothena shares to be admitted to trading on the NASDAQ Global Market, with such admission expected to occur immediately after completion of the demerger. Prothena will not be conducting any offering of its shares as part of such admission and its shares will not be admitted to trading on any market other than the NASDAQ Global Market.