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
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
, 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
per share plus an up to
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
per share in cash and a CVR worth up to
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The only way to keep pressure on Elan is to ensure that Royalty Pharma's offer does not lapse (is withdrawn).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 Koons – New 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.