Royalty Pharma Announces Offer May Lapse (Be Withdrawn)
NEW YORK, June 13, 2013 /PRNewswire/ -- Royalty Pharma today announces that as of 5:30 pm EDT on Wednesday, June 12, 2013 holders of approximately 276 million Elan ADSs (NYSE: ELN), representing more than 70% of the Elan ADSs held in street name, had voted on the Elan proposals. Based on its review of those votes, Royalty Pharma currently believes that Item 4 - Share Repurchase Program will be approved. However, Royalty Pharma believes that this proposal can still be voted down if a few shareholders change their vote. Royalty Pharma remains in active dialogue with Elan Shareholders.
The Irish Takeover Panel is requiring Royalty Pharma to lapse (withdraw) its Further Increased Offer even if only the Share Repurchase Program or the ELND005 Transaction is approved at the Elan EGM on 17 June 2013. Because it does not wish to lapse its offer if only the Share Repurchase Program and / or the ELND005 Transaction are approved, Royalty Pharma is seeking judicial review of this decision of the Irish Takeover Panel, but there can be no assurance that such judicial review will result in any change to that decision.
Accordingly, Elan shareholders should be aware that:
- Royalty Pharma's offer may lapse (be withdrawn) as early as Monday, June 17.
- If Royalty Pharma's offer lapses (is withdrawn), Irish Takeover Rules may prevent Royalty Pharma from making another unsolicited offer for 12 months.
IF YOU HAVE VOTED IN FAVOR OF ITEM 4 - SHARE REPURCHASE PROGRAM BUT WANT ROYALTY PHARMA'S OFFER FOR ELAN TO CONTINUE, YOU ARE URGED TO CHANGE YOUR VOTE TO "AGAINST".
IF YOU HAVE NOT VOTED, YOU ARE URGED TO VOTE "AGAINST" ALL FOUR RESOLUTIONS PROPOSED BY ELAN AT ITS UPCOMING EGM ON 17 JUNE 2013, INCLUDING THE ELND005 TRANSACTION AND THE SHARE REPURCHASE PROGRAM.
- While the deadline for holders of Elan American Depository Receipts held in street name to vote electronically through BroadRidge has passed, such holders may nevertheless vote or change their vote by asking their custodian, BroadRidge or proxy voting agent (ISS or Glass Lewis) to do so manually until 3 p.m. EDT today, Thursday, June 13 . Shareholders needing assistance in voting are urged to contact MacKenzie Partners, Royalty Pharma's proxy solicitor, at +1 212 929 5500.
- Holders of Elan Ordinary Shares have until 10:00 a.m. Irish time on Saturday, June 15 to vote their proxies through Computershare ( Ireland).
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