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June 10, 2013 /PRNewswire/ -- Royalty Pharma today urged Elan Corporation, plc (NYSE: ELN) Shareholders to immediately vote AGAINST ALL FOUR resolutions Elan's Board has put forth for the Extraordinary General Meeting ("Elan EGM") on June 17.
To meet the official voting deadlines:
Holders of Elan American Depository Receipts held in street name may only vote their proxies through BroadRidge up to 11:59 PM New York time on Wednesday, June 12.
Holders of Elan Ordinary Shares may only vote their proxies through Computershare ( Ireland) up to 10:00 a.m. Irish time on Saturday, June 15.
Royalty Pharma has offered to acquire Elan for
$13 per share in cash, plus a contingent value right (CVR) worth up to
$2.50 per share upon the achievement of certain CVR Payment Events, but Royalty Pharma's offer will lapse if the resolutions at the Elan EGM are approved. Royalty Pharma believes that the Theravance Transaction and the Other Transactions subject to shareholder approval at the
June 17 Elan EGM lack financial justification. Royalty Pharma believes that Elan has undertaken these transactions solely to fend off Royalty Pharma's increased offer.
"Wednesday is the last day for ADS holders who hold in street name to vote through BroadRidge against the misguided Elan resolutions," said
Rory Riggs, Chairman of Royalty Pharma. "Elan's Board is hopelessly entrenched and appears to be doing everything it can to deny Elan shareholders the opportunity to consider Royalty Pharma's offer. We encourage all Elan shareholders to vote 'AGAINST' ALL RESOLUTIONS at the Elan EGM so they have an opportunity to consider our offer."
Royalty Pharma is now offering a compelling upfront cash value of
$4.9 billion for Elan's Tysabri Royalty (or
$6.2 billion including the maximum aggregate amount payable under the CVRs), a 52% to 92% (including the maximum aggregate amount payable under the CVRs) premium to the
$3.25 billion 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
$13.00 up to
$15.50 (including the maximum aggregate amount payable under the CVRs) represents a premium of 56% to 97% (including the maximum aggregate amount payable under the CVRs) to the Undisturbed Elan Enterprise Value
Elan shareholders seeking more information on Royalty Pharma's offer to acquire Elan or instructions on how to vote the GREEN proxy card against the four transactions should contact Royalty Pharma's U.S. information agent at the contact details below: