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Elan ADS Holders Decisively Vote Against Theravance And AOP Transactions

NEW YORK, June 14, 2013 /PRNewswire/ -- Royalty Pharma today announces that as of 3:00 pm EDT on Thursday, June 13, 2013 holders of approximately 311 million Elan ADSs, representing more than 81% of the Elan ADSs held in street name, had voted on the Elan Corporation, plc (NYSE: ELN) proposals through Broadridge.  Based on a review of those votes:

  • A sufficient number of these ADSs have been voted AGAINST both the Theravance Transaction and the AOP Transaction such that Royalty Pharma is confident that those proposals will not pass at Elan's June 17 EGM.
  • A narrow majority of these ADSs have been voted AGAINST the ELND005 Transaction.
  • A narrow majority of these ADSs have been voted FOR the Share Repurchase Program but this majority can be overturned by a sufficient vote by ordinary 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. (1) 

IF YOU HAVE VOTED FOR THE ELND005 TRANSACTION (ITEM 3) AND / OR THE SHARE REPURCHASE PROGRAM (ITEM 4) BUT WANT ROYALTY PHARMA'S OFFER FOR ELAN SHARES TO PROCEED, 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. 

ISS AND GLASS LEWIS, THE TWO LEADING INDEPENDENT PROXY ADVISORY FIRMS HAVE RECOMMENDED THAT ELAN SHAREHOLDERS VOTE AGAINST ALL FOUR ELAN PROPOSALS (2) .

Elan ordinary shareholders should be aware that:

  • If either the ELND005 Transaction (Item 3) or Share Repurchase Program (Item 4) are approved by Elan Shareholders on Monday, June 17, Royalty Pharma's offer will lapse (be withdrawn) absent a change in the Panel's decision.
  • If Royalty Pharma's offer lapses (is withdrawn), Irish Takeover Rules may prevent Royalty Pharma from making another unsolicited offer for 12 months.
  • Holders of Elan Ordinary Shares have until 10:00 a.m. Irish time on Saturday, June 15 to vote their proxies through Computershare ( Ireland).
  • Shareholders needing assistance in voting are urged to contact:
    • Investec ( Tommy Conway / Jonathan Simmons - Dublin, Tel: +353 (0)1 611 5611), Royalty Pharma's financial adviser,
    • or MacKenzie Partners, Royalty Pharma's proxy solicitor ( Bob Marese / Charlie KoonsNew York - +1 212 929 5500).

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

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