NEW YORK, June 18, 2013 /PRNewswire/ -- Royalty Pharma announced today that it had withdrawn its request for a judicial review of the Irish Takeover Panel's decision requiring it to lapse its offer for Elan Corporation, plc (NYSE: ELN) if, among other things, Elan shareholders approved the Share Repurchase Program.
Following Elan's announcement of a sale process, Elan shareholders approved the Share Repurchase Program with 187,484,566 votes FOR and 186,574,867 AGAINST, a margin of 909,699 shares, or 0.24% of the 374,059,433 shares that voted and 0.18% of the total outstanding Elan shares*.
As a result, Royalty Pharma's offer has now lapsed.
"In light of recent developments, we are no longer pursuing the judicial review we had requested," said Pablo Legorreta, Chief Executive Officer of Royalty Pharma.Accordingly, no Further Revised Acceptance Documents should be executed and delivered and any Acceptance Documents in respect of the Offer, the Increased Offer and Further Increased Offer are now of no legal effect. * Based on EGM Poll Results of 17 June 2013 from Elan website and Elan Rule 2.10 announcement dated 10 June 2013 J.P. Morgan, together with its affiliate J.P. Morgan Cazenove, BofA Merrill Lynch, together with its affiliate Merrill Lynch International, Groton Partners and Investec are acting as financial advisers to Royalty Pharma. Capitalized terms used but not defined in this announcement have the meaning given to them in the Further Revised Offer Document. ENQUIRIES Royalty Pharma Pablo Legorreta George LloydTel: +1 212 883 2275 J.P. Morgan (financial adviser) Henry Gosebruch ( New York, Tel: +1 212 270 6000) Dwayne Lysaght / James Mitford / Christopher Dickinson ( London, Tel: +44 (0) 20 7742 4000) BofA Merrill Lynch (financial adviser) Philip Noblet / Peter Luck / Geoff Iles ( London, Tel: +44 (0) 20 7996 1000) Investec (financial adviser) Tommy Conway / Jonathan Simmons ( Dublin, Tel: +353 (0)1 611 5611) Abernathy MacGregor (PR adviser) Tom Johnson / Chuck BurgessTel: +1 212 371 5999 Maitland (PR adviser) Tom BuchananTel: +44 (0) 20 7379 5151 Mackenzie Partners (Information Agent) Daniel Burch Charles A. Koons Robert C. Marese Tel: + 1 212 929 5500 (Collect) or +1 800 322 2885 (Toll Free) FURTHER INFORMATION The distribution of this announcement in, into, or from, certain jurisdictions other than Ireland, the United Kingdom and the United States may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland, the United Kingdom and the United States who are not resident in Ireland, the United Kingdom or the United States will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. Additional Notice to US Investors This announcement is not a substitute for the Further Revised Offer Document and the Further Revised Acceptance Documents that Royalty Pharma filed with the Securities and Exchange Commission ("SEC") on Amendment No. 12 to Schedule TO on June 10, 2013, or any other document that Royalty Pharma has filed and may file with the SEC in connection with the Offer. ELAN STOCKHOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. Any such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to any of the persons listed above. The Offer is and will be made in the United States pursuant to the US Exchange Act subject to certain exemptive relief which has been granted in respect of the Offer by the SEC and otherwise in accordance with the requirements of the Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those typically applicable under U.S. domestic tender offer procedures and law. In addition, the Original Offer Document, the Revised Offer Document, the Further Revised Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Irish Takeover Rules and Irish disclosure requirements, format and style, all of which may differ from those in the United States. Elan is incorporated under the laws of Ireland. Some of the directors of Elan are resident in countries other than the United States. As a result, it may not be possible for United States holders of Elan Stock to effect service of process within the United States upon Elan or such directors of Elan or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Elan or its officers or directors in a non-US court for violations of US securities laws. In addition, US holders of Elan Stock should be aware that, if Royalty Pharma elects to proceed pursuant to a scheme of arrangement (as described in the Original Offer Document, the Revised Offer Document and the Further Revised Offer Document), the federal securities laws of the United States may not be applicable. Additional Information Any response in relation to the Further Increased Offer (including any acceptance thereof) should be made only on the basis of the information contained in the Further Revised Offer Document, the Further Revised Acceptance Documents or any other document by which the Further Increased Offer is made.