June 7, 2013
/PRNewswire/ -- Royalty Pharma today announced, pursuant to Rule 2.5 of the Irish Takeover Rules (the "Announcement"), a firm intention to further increase its offer for Elan Corporation, plc (NYSE: ELN) to
per share in cash plus a contingent value right ("CVR") worth up to
per share. The CVR, based on feedback from Elan Shareholders, enables participation in the future upside of Tysabri including approval in secondary progressive multiple sclerosis and the achievement of certain sales milestones that are detailed further in section five of the Announcement which is available at
"While Elan's Board and Management team appear to be solely focused on what we perceive to be increasingly desperate attempts to fend off Royalty Pharma's highly compelling offer, we have been carefully listening to shareholders and are pleased to revise our offer today based on their feedback," said
, Chief Executive Officer of Royalty Pharma. "Our increased offer gives shareholders certainty and immediate, full value for their shares. It also now allows them to realize continued upside from the Tysabri Royalty through the CVR structure. Approving Elan's purely defensive transactions at the upcoming EGM will force Royalty Pharma to withdraw its offer and leave shareholders invested in a company with an uncertain future overseen by a Board with no track record of creating shareholder value, so we urge shareholders to oppose those proposals and tender in favor of our offer."
With the revised offer, Royalty Pharma is now offering a compelling upfront cash value of
for Elan's Tysabri Royalty (or
including the maximum aggregate amount payable under the CVRs), a 52% to 92% premium to the
at which Royalty Pharma believes Elan sold approximately half of its interest in Tysabri to Biogen. The aggregate amount payable under the Further Increased Offer of
(including the maximum aggregate amount payable under the CVRs) represents a premium of 56% to 97% to the Undisturbed Elan Enterprise Value.
The consideration is not conditional on due diligence. Royalty Pharma also stated again that it will waive down the Acceptance Threshold to 50% plus one share if all other conditions to the Further Increased Offer are satisfied, fulfilled or, to the extent permitted, waived.