The Deal: Elan Agrees on $8.6B Takeover by Perrigo

NEW YORK ( The Deal) -- Dublin biotech Elan ( ELN) Monday, July 29, said it had agreed on an $8.6 billion takeover by pharmaceuticals company Perrigo ( PRGO).

The agreement follows a formal sale process and comes just over a month after RP Management abandoned a hostile $6.74 billion-plus bid.

Perrigo, of Allegan, Mich., will offer Elan investors $6.25 per share in cash plus 0.07636 of a share in a new entity, equivalent to $16.50 per share in total based on Perrigo's Friday closing price. Net of cash the offer values Elan at $6.7 billion. Elan investors will hold 29% of the stock of the combined company under the deal.

The agreement appears to ends more than five months of uncertainty which began with RP, or Royalty Pharma's, first hostile approach in February.

Elan, led by CEO G. Kelly Martin, rejected series of sweeteners, and on June 14 launched a formal sales process, just before three piecemeal transactions previously agreed by the Dublin company with third parties including Theravance ( THRX) were voted down by its own shareholders.

New York pharmaceuticals investor Royalty's most recent "base" offer of $13 per share. Royalty had also promised Elan shareholders up to a further $2.50 per share in so-called contingent value rights payments, based on performance milestones. But Royalty pulled the offer on June 18, simultaneously abandoning a short-lived court challenge to an Irish Takeover Panel ruling which would have forced it to scrap the bid anyway.

Perrigo said the Elan takeover will boost its earnings per share immediately and generate $150 million in synergies.

"Through this transaction, Perrigo establishes a diversified platform for further international expansion," said Perrigo Chairman and CEO Joseph C. Papa in a statement. "We believe the combination of Perrigo and Elan will create an industry-leading global healthcare company with the balance sheet liquidity and operational structure to accelerate our growth and capitalize on international market opportunities."

The enlarged company will be incorporated in Ireland and will benefit from tax savings from Ireland's 12.5% corporate tax rate, which compares with a rate of 40% in the U.S.Perrigo will gain Elan's remaining royalty rights to multiple sclerosis blockbuster Tysabri, the bulk of which Elan sold to partner Biogen Idec ( BIIB) for $3.25 billion in April. Elan currently earns 12% royalties on Tysabri sales but this will rise to 18% on sales up to $2 billion and to 25% on sales over that amount from next May.

Elan's other asset is a pipeline of neuropsychiatric drugs, one of which the Irish company had planned to spin off into a new company before shareholders blocked the move last month.

Perrigo makes over-the-counter drugs, nutritional products and prescription pharmaceuticals, with its main markets the U.S., Mexico, Israel and the U.K. It had fiscal 2012 sales of $3.2 billion and net profit of just under $393 million, before adjustments.

The takeover will take place via a scheme of arrangement, which requires clearance from holders of 75% of the Elan stock that is voted at a forthcoming meeting, approval from Perrigo shareholders and the go-ahead from the Irish High court, as well as normal regulatory approvals.

The new company will be listed on the New York Stock Exchange and in Tel Aviv.

Citigroup ( C) bankers including Chris Hite, Bill White and Dave Magstadt are advising Elan, alongside Davy Corporate Finance's Eugenee Mulhern, Morgan Stanley's ( MS) Colm Donlon, Ondra Partners' Michael Tory. Elan's legal advisers are A&L Goodbody and Cadwalader, Wickersham & Taft.

Perrigo's advisers include Barclays' ( BCS) Punit Mehta and Derek Shakespeare.

Written by Laura Board.

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