This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty

Stocks in this article: ELN

NEW YORK, June 14, 2013 /PRNewswire/ -- Royalty Pharma notes today's announcement by Elan Corporation, plc (NYSE: ELN) that it intends to explore a sale of the Company. Royalty Pharma believes it to be a clear frustrating tactic that offers shareholders no certainty that a deal will ever be reached. Royalty Pharma calls on holders of ordinary shares to vote today AGAINST all four resolutions up for consideration at Elan's EGM on Monday June 17 in order to preserve Royalty Pharma's formal offer for Elan.

In response to the announcement of a sales process, Royalty Pharma issued the following statement:

"Elan shareholders should realize that Elan has only announced a sale process because of Royalty Pharma's offer," said Pablo Legorreta, chief executive officer of Royalty Pharma.  "We note, however, that:

  • neither Elan nor any of its four financial advisers has contacted Royalty Pharma, 
  • there can be no assurance that any sale process that is conducted will be fair and realistic,
  • there can be no assurance that any proposal to acquire Elan will be presented to Elan Shareholders, and
  • given that Royalty Pharma's offer of $13 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.'

The only thing that is certain for Elan shareholders is Royalty Pharma's formal offer of $13 per share plus an up to $2.50 CVR. If shareholders want to have the option to choose between Royalty Pharma's offer or a sales process, they should vote against all four of Elan's proposals, especially the Share Repurchase Program."

What remains clear is that Royalty Pharma has put forth a highly compelling offer of $13 per share in cash and a CVR worth up to $2.50 per share that offer shareholders an attractive premium of 56% to 97% (including the maximum aggregate amount payable under the CVRs) to the Undisturbed Elan Enterprise Value.  If shareholders do not vote AGAINST all four proposals then this highly compelling offer may be forced off the table.  The only way to keep pressure on Elan is to ensure that Royalty Pharma's offer does not lapse (is withdrawn). 

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 MONDAY 17 JUNE 2013, INCLUDING THE ELND005 TRANSACTION AND THE SHARE REPURCHASE PROGRAM.

Elan ordinary shareholders should be aware that:

  • If any of the transactions, including 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).

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

1 of 6

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,195.42 +221.11 1.30%
S&P 500 0.00 -2.75 -0.14%
NASDAQ 4,566.1380 +16.9120 0.37%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs