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Royalty Pharma Announces Offer May Lapse (Be Withdrawn)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  • Royalty Pharma's offer may lapse (be withdrawn) as early as Monday, June 17.
  • If Royalty Pharma's offer lapses (is withdrawn), Irish Takeover Rules may prevent Royalty Pharma from making another unsolicited offer for 12 months.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).

Royalty Pharma notes that Elan only publicly announced that it had received "unsolicited enquiries" three days ago, more than three months after Royalty Pharma's proposal first became public and only after it appeared to be gaining investor support.

T here can be no assurance that Elan will conduct a sale process, that any sale process that is conducted will be conducted fairly, or that any proposal to acquire Elan will be presented to Elan Shareholders.

Even if Elan does conduct a sales process, given that Royalty Pharma's offer of $13.00 plus an up to $2.50 CVR has been deemed "grossly inadequate" by Elan, there can be no assurance that Elan will not conclude that all other offers they receive are "grossly inadequate".

IT IS EASY FOR ELAN TO RUN A SALE PROCESS THAT PRODUCES NO RESULT BECAUSE ELAN DEEMS ALL OFFERS INADEQUATE OR CONCLUDES THAT ANOTHER STRATEGIC ALTERNATIVE PRODUCES MORE VALUE.

THERE IS NO UNCERTAINTY REGARDING ROYALTY PHARMA'S CURRENT OFFER:  $13 IN CASH PER SHARE PLUS AN UP TO $2.50 CVR.  THERE IS SUBSTANTIAL UNCERTAINTY REGARDING ANY ALTERNATIVE PATH ELAN MAY PRESENT.

VOTE "AGAINST" ALL FOUR RESOLUTIONS OF THE ELAN EGM

Capitalized terms used but not defined in this announcement have the meaning given to them in Royalty Pharma's Further Revised Offer Document.

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