- "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."
ISS Recommends Shareholders Vote AGAINST All Elan Proposed Transactions
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