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June 6, 2013 /PRNewswire/ -- Royalty Pharma today announces that the closing date for its Increased Offer made for Elan Corporation, plc (NYSE: ELN) on
23 May 2013 is being extended until
1:00 p.m. (Irish time) /
8:00 a.m. (
New York City time) on Friday,
21 June 2013 and will remain open for acceptance until that time (unless further extended).
Capitalised terms used but not defined in this announcement shall have the meaning given to them in Royalty Pharma's Revised Offer Document dated
23 May 2013.
ENQUIRIESRoyalty PharmaPablo LegorretaGeorge LloydTel: +1 212 883 2275
J.P. Morgan (financial adviser)Henry Gosebruch (
New York, Tel: +1 212 270 6000)
Dwayne Lysaght / James Mitford /
Christopher Dickinson (
London, Tel: +44 (0) 20 7742 4000)
BofA Merrill Lynch (financial adviser)Philip Noblet /
Peter Luck /
Geoff Iles (
London, Tel: +44 (0) 20 7996 1000)
Abernathy MacGregor (PR adviser)Tom Johnson /
Chuck BurgessTel: +1 212 371 5999
Maitland (PR adviser)Tom BuchananTel: +44 (0) 20 7379 5151
Mackenzie Partners (Information Agent)Daniel Burch ((cell) + 1 516 429 2722)
Charles A. Koons ((cell) + 1 917 545 4523)
Robert C. Marese ((cell) + 1 917 751 4085)Tel: + 1 212 929 5500 (Collect) or +1 800 322 2885 (Toll Free)
The distribution of this announcement in, into, or from, certain jurisdictions other than
United Kingdom and
the United States may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than
United Kingdom and
the United States who are not resident in
United Kingdom or
the United States will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.
Additional Notice to US Investors
This announcement is not a substitute for the Revised Offer Document and the Revised Acceptance Documents or any other document that Royalty Pharma has filed and may file with the Securities and Exchange Commission ("SEC") (including the Original Offer Document) in connection with the Offer. ELAN STOCKHOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE INCREASED OFFER. Any such documents will be available free of charge through the website maintained by the SEC at
www.sec.gov or by directing a request to any of the persons listed above.
The Offer is and will be made in
the United States pursuant to the US Exchange Act subject to certain exemptive relief which has been granted in respect of the Offer by the SEC and otherwise in accordance with the requirements of the Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those typically applicable under U.S. domestic tender offer procedures and law. In addition, the Original Offer Document, the Revised Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Irish Takeover Rules and Irish disclosure requirements, format and style, all of which may differ from those in
the United States.
Elan is incorporated under the laws of Ireland. Some of the directors of Elan are resident in countries other than the United States. As a result, it may not be possible for
United States holders of Elan Stock to effect service of process within
the United States upon Elan or such directors of Elan or to enforce against any of them judgements of
the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Elan or its officers or directors in a non-US court for violations of US securities laws. In addition, US holders of Elan Stock should be aware that, if Royalty Pharma elects to proceed pursuant to a scheme of arrangement (as described in the Revised Offer Document), the federal securities laws of
the United States may not be applicable.
The directors of Royalty Pharma accept responsibility for the information contained in this announcement, save that the only responsibility accepted by the directors of Royalty Pharma in respect of the information in this announcement relating to Elan, the Elan Group, the Board of Elan and the persons connected with them, which has been compiled from published sources, has been to ensure that such information has been correctly and fairly reproduced or presented (and no steps have been taken by the directors of Royalty Pharma to verify this information). To the best of the knowledge and belief of the directors of Royalty Pharma (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.