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The shareholders of Elan Corporation, plc (NYSE:ELN) ("Elan") today overwhelmingly approved the acquisition of Elan by Perrigo Company (“Perrigo”) (NYSE, TASE: PRGO) at two special meetings of Elan shareholders: a special court-ordered meeting (the "Court Meeting") and an extraordinary general meeting (the "EGM").
As previously announced on July 29, 2013, Perrigo and Elan entered into a definitive agreement pursuant to which a new holding company incorporated in Ireland ("New Perrigo") will acquire Elan in a stock-and-cash transaction (the "Acquisition"). The Acquisition will be effected by means of a scheme of arrangement under Irish law.
The closing of the transaction remains subject to the approval of the Irish High Court and is expected to occur by year end.
Of the 514,773,441 Elan shares outstanding as of the record date and entitled to vote at the special meetings, 66% were represented in person or by proxy at the meetings, constituting a quorum for the transaction of business. Abstentions are not considered votes cast at the meetings. Because approval of all proposals is based on votes properly cast at the meeting, abstentions do not have any effect on the outcome of the voting.
At the special meetings, the following matters were submitted to a vote of Elan’s shareholders:
Court MeetingProposal: To approve the scheme of arrangement.
Elan shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:
The Elan shares voted in favor of and against the proposal represented 62.38% and 0.29%, respectively, of the 514,773,441 Elan shares outstanding as of the record date and entitled to vote at the Court Meeting.