This Day On The Street
Continue to site
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

ISS Recommends Shareholders Vote AGAINST All Elan Proposed Transactions

NEW YORK, June 3, 2013 /PRNewswire/ -- Royalty Pharma today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy advisory service, has recommended that Elan Corporation, plc (NYSE: ELN) shareholders vote "AGAINST" all items on the agenda for Elan's upcoming extraordinary general meeting ("EGM") on June 17, 2013.  This includes the Theravance Transaction, the AOP Orphan acquisition, the divestment of ELND005 and the $200 million share buyback.

ISS withheld issuing a recommendation on Royalty Pharma's all cash tender offer, but noted that voting against Elan's proposals "leaves the door open for shareholders to tender their shares if so they wish." 

Pablo Legorreta, Chief Executive Officer of Royalty Pharma commented, "We welcome ISS's recommendations regarding Elan's proposals.  We are not surprised that ISS has recognized that Elan's proposed transactions are not in the best interests of Elan shareholders.  Royalty Pharma's fully financed, cash confirmed $12.50 per share offer gives shareholders certainty and full value of their shares now, in stark contrast to the value destructive transactions proposed by Elan's Board and management.  We believe shareholders will welcome the opportunity to sell their Elan shares now and reinvest the cash they receive in companies with superior management teams."

In its report ISS made the following important points in issuing its recommendation that shareholders vote AGAINST all the Elan proposals:

  • "In aggregate, the inconsistent management of cash return to shareholders, the timeframe over which the Theravance, AOP Orphan and Newbridge transactions were negotiated, and the lack of a fiduciary out in the Theravance transaction, don't readily support a conclusion that this was a coherent process designed to create shareholder value. On the contrary, what they suggest is that the process may have been driven, instead, by the desire to avoid a takeover by Royalty Pharma."
  • "The Royalty Pharma offer ... certainly appears to offer more value for materially less execution risk."
  • "…the proposed [Elan] transactions are unlikely to be value accretive to shareholders, and their approval might well curtail other strategic options which could bring higher value with materially less execution risk…"
  • "The absence of a 'fiduciary out' from the Theravance contract is concerning. This means that the Elan board must stick to its recommendation for the transaction, even if it were to believe at some point that the offer from Royalty Pharma had become compelling."

J.P. Morgan, together with its affiliate J.P. Morgan Cazenove, BofA Merrill Lynch, together with its affiliate Merrill Lynch International, and Groton Partners are acting as financial advisers to Royalty Pharma. Capitalized terms used but not defined in this announcement have the meaning given to them in Royalty Pharma's Revised Offer Document dated 23 May 2013. 

1 of 6

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
SYM TRADE IT LAST %CHG

Markets

DOW 18,010.68 -115.44 -0.64%
S&P 500 2,107.39 -13.40 -0.63%
NASDAQ 5,070.0260 -27.95 -0.55%

Partners Compare Online Brokers

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs