Elan Corporation, plc (NYSE:ELN) (the Company) today disclosed the
Tender Offer documentation for the Share Repurchase has been filed and
is available on the Company’s website at
www.elan.com.
Consequent on the closing of the previously-announced Tysabri
Transaction, Elan will issue an irrevocable Notice of Redemption to
redeem all of the outstanding 6.25% Notes due 2019 at a redemption price
equal to 100% of the principal amount of the Notes plus the “Applicable
Premium” (as defined in the Indenture governing the Notes). Prior to the
completion of the Share Repurchase, Elan will satisfy and discharge the
Indenture by irrevocably depositing with the Trustee funds in trust
sufficient to pay and discharge all outstanding Notes on the redemption
date.
On or about March 18, 2013, Shareholders will be mailed a notice of the
shareholder meeting to be held on April 12, 2013 to consider the
resolution required to implement the Tender Offer.
The Tender Offer document has also been filed with the Irish Stock
Exchange and will shortly be available for inspection at:
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Company Announcements Office,
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Irish Stock Exchange,
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28 Anglesea Street,
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Dublin 2,
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Ireland.
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About Elan
Elan is a biotechnology company, headquartered in Ireland, committed to
making a difference in the lives of patients and their families by
dedicating itself to bringing innovations in science to fill significant
unmet medical needs that continue to exist around the world. For
additional information about Elan, please visit
http://www.elan.com.
The Directors of Elan accept responsibility for the information
contained in this announcement. To the best of their knowledge and
belief (having taken all reasonable care to ensure such is the case);
the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Any holder of 1% or more of any class of relevant securities of Elan
or of Royalty Pharma may have disclosure obligations under Rule 8.3 of
the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
Additional Information
This announcement is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any ordinary shares of
Elan Corporation, plc (the “Company”), including ordinary shares
represented by American Depositary Shares (“ADSs”), or any other
securities. The solicitation and offer to buy the Company’s ordinary
shares will only be made pursuant to the Circular to Ordinary
Shareholders and ADS Holders and the related materials.
INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE CIRCULAR TO ORDINARY SHAREHOLDERS
AND ADS HOLDERS AND ANY RELATED DOCUMENT FILED WITH THE SEC, AS THEY MAY
BE AMENDED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Holders of ordinary shares and ADSs may obtain a free
copy of these documents at the website maintained by the SEC at
www.sec.gov,
at the Company’s website
www.elan.com
or by directing such requests to the Shareholder Helpline, at (01) 447
5107 (from inside Ireland) or +353 1 447 5107 (from outside Ireland), in
the case of holders of ordinary shares outside of the United States, or
Georgeson Inc., the Information Agent, at (866) 216 0462 or Citigroup
Global Markets Inc., the Dealer Manager, at (877) 531 8365, in the case
of holders of ADSs and Ordinary Shares in the United States.
Forward Looking Statements
This document contains forward-looking statements about Elan’s
financial condition, results of operations, business prospects and
Tysabri that involve substantial risks and uncertainties.
You can
identify these statements by the fact that they use words such as
“anticipate”, “estimate”, “project”, “target”, “intend”, “plan”, “will”,
“believe”, “expect” and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance or events.
Among the factors that could cause actual
results to differ materially from those described or projected herein
are the following: the risk that the Tysabri transaction does not
complete, the potential of Tysabri, which may be severely constrained by
increases in the incidence of serious adverse events (including death)
associated with Tysabri (in particular, by increases in the incidence
rate for cases of PML), or by competition from existing or new therapies
(in particular, oral therapies), and the potential for the successful
development and commercialization of additional products, whether
internally or by acquisition, especially given the separation of the
Prothena business which left us with no material pre-clinical research
programs or capabilities; Elan’s ability to maintain sufficient cash,
liquid resources, and investments and other assets capable of being
monetized to meet its liquidity requirements; the success of our
development activities, and research and development activities in which
we retain an interest, including, in particular, the impact of the
announced discontinuation of the development of bapineuzumab intravenous
in mild to moderate Alzheimer’s disease; failure to comply with
anti-kickback, bribery and false claims laws in the United States,
Europe and elsewhere;
difficulties or delays in manufacturing and
supply of Tysabri; trade buying patterns; the impact of potential
biosimilar competition, whether restrictive covenants in Elan’s debt
obligations will adversely affect Elan; the trend towards managed care
and health care cost containment, including Medicare and Medicaid;
legislation and other developments affecting pharmaceutical pricing and
reimbursement (including, in particular, the dispute in Italy with
respect to Tysabri sales), both domestically and internationally;
failure to comply with Elan’s payment obligations under Medicaid and
other governmental programs; exposure to product liability (including,
in particular, with respect to Tysabri) and other types of lawsuits and
legal defense costs and the risks of adverse decisions or settlements
related to product liability, patent protection, securities class
actions, governmental investigations and other legal proceedings; Elan’s
ability to protect its patents and other intellectual property; claims
and concerns that may arise regarding the safety or efficacy of Elan’s
products or product candidates; interest rate and foreign currency
exchange rate fluctuations and the risk of a partial or total collapse
of the euro; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; if the Tysabri
transaction completes, whether we are deemed to be an Investment Company
or a Passive Foreign Investment Company; general changes in United
States and International generally accepted accounting principles;
growth in costs and expenses; the failure to consummate the share
repurchase; and the impact of acquisitions, divestitures,
restructurings, product withdrawals and other unusual items. A further
list and description of these risks, uncertainties and other matters can
be found in Elan’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2012, and in its Reports of Foreign Issuer on Form 6-K
filed with the SEC. Elan assumes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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