- As a result of Royalty Pharma's announcement of its interest in Elan in February 2013, Elan has effectively been for sale for almost four months. If there were other bona fide buyers who were interested in acquiring Elan, one would expect them to have emerged publicly in that time. If none have emerged in that time, it is most likely because no other bona fide buyer is interested, at least not at a price higher than Royalty Pharma is offering;
- Your announcement of a sale process comes very near the end of the period our offer is permitted to remain open and appears to us to be designed primarily to discourage Elan shareholders from tendering into our offer;
- In light of Elan's response to date to our offer – a complete refusal to engage with Royalty Pharma coupled with the proposal of a series of what we believe were hastily-arranged, value-destructive transactions, the two most significant of which your shareholders appear poised to decisively reject today, resulting in millions of dollars of break and transaction fees** – we lack confidence that Elan will conduct its sale process in a fair manner or with a realistic price objective;
- There can be no assurance that any proposal to acquire Elan that comes out of this sale process will actually 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'.
Royalty Pharma Chairman Writes Open Letter To Elan Board
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