Elan Announces Publication of Response Document
Elan Announces Publication of Response Document
DUBLIN--(BUSINESS WIRE)-- Elan Corporation, plc (NYSE : ELN) (Elan) today announces publication of a response document in respect of the Echo Pharma Acquisition Limited (Royalty Pharma) offer made on May 2, 2013.
The response document is published in accordance with Rules 25 and 30.3 of the Irish Takeover Rules and the United States tender offer rules. As previously advised, the Board of Elan has unanimously, and without reservation, rejected the offer by Royalty Pharma. Shareholders are strongly advised to take no action in relation to the offer.
A copy of the response document, which is being posted to Elan shareholders today, is available at www.elan.com and is also available for inspection, during normal business hours, from today, until the offer is declared unconditional in all respects or lapses in accordance with its terms, at the offices of A&L Goodbody, IFSC, North Wall Quay, Dublin 1, Ireland.
Elan's financial advisors are Davy Corporate Finance, Citigroup, Morgan Stanley and Ondra Partners. Its legal advisors are A&L Goodbody and Cadwalader, Wickersham and Taft LLP.
Elan is a biotechnology company, headquartered in Ireland, committed to making a difference in the lives of patients and their families by dedicating itself to bringing innovations in science to fill significant unmet medical needs that continue to exist around the world. For additional information about Elan, please visit http://www.elan.com.
The Directors of Elan accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case); the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Any holder of 1% or more of any class of relevant securities of Elan or of Royalty Pharma may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
Forward Looking Statements
This announcement contains forward-looking statements about Elan's financial condition, results of operations, business prospects that involve substantial risks and uncertainties. You can identify these statements by the fact that they use words such as "anticipate", "estimate", "project", "target", "intend", "plan", "will", "believe", "expect" and other words and terms of similar meaning in connection with any discussion of future financial performance or events. Among the factors that could cause actual results to differ materially from those described or projected herein are the following: risks related to delays or difficulties encountered in obtaining, or the failure to obtain, the approval of Elan's shareholders for the Theravance transaction, the possibility that intervening events could arise which could alter the timing, or the ability to consummate the Theravance transaction if Elan shareholder approval is obtained, the risk that third parties could challenge the Theravance transaction, even if the Theravance transaction is approved by Elan shareholders and consummated risks related to the development, approval and commercialization of the products or potential products that underlie the royalty participation interest, whether the Theravance transaction will provide diversification benefits to Elan shareholders, the amount of cash flow streams, if any, that will result from the Theravance transaction, whether Elan can successfully access the capital markets to raise debt financing and, as Elan's principal source of revenue may remain a royalty on sales of Tysabri, the potential of Tysabri, which may be severely constrained by increases in the incidence of serious adverse events (including death) associated with Tysabri (in particular, by increases in the incidence rate for cases of PML), or by competition from existing or new therapies (in particular, oral therapies), and the potential for the successful development and commercialization of products, whether internally or by acquisition, especially given the separation of the Prothena business which left Elan with no material pre-clinical research programs or capabilities; Elan's ability to maintain sufficient cash, liquid resources, and investments and other assets capable of being monetized to meet its liquidity requirements; the success of our development activities, and research and development activities in which Elan retains an interest, including, in particular, the impact of the announced discontinuation of the development of bapineuzumab intravenous in mild to moderate Alzheimer's disease; failure to comply with anti-kickback, bribery and false claims laws in the United States, Europe and elsewhere; difficulties or delays in manufacturing and supply of Tysabri; trade buying patterns; the impact of potential biosimilar competition, the trend towards managed care and health care cost containment, including Medicare and Medicaid; legislation and other developments affecting pharmaceutical pricing and reimbursement (including, in particular, the dispute in Italy with respect to Tysabri sales), both domestically and internationally; failure to comply with Elan's payment obligations under Medicaid and other governmental programs; exposure to product liability (including, in particular, with respect to Tysabri) and other types of lawsuits and legal defense costs and the risks of adverse decisions or settlements related to product liability, patent protection, securities class actions, governmental investigations and other legal proceedings; Elan's ability to protect its patents and other intellectual property; claims and concerns that may arise regarding the safety or efficacy of Elan's product candidates; interest rate and foreign currency exchange rate fluctuations and the risk of a partial or total collapse of the euro; governmental laws and regulations affecting domestic and foreign operations, including tax obligations; whether Elan isdeemed to be an Investment Company or a Passive Foreign Investment Company; general changes in United States and International generally accepted accounting principles; growth in costs and expenses; and the impact of acquisitions, divestitures, restructurings, product withdrawals and other unusual items. A further list and description ofcertain of these risks, uncertainties and other matters can be found in Elan's Annual Report on Form 20-F for the fiscal year ended December 31, 2012, and in its Reports of Foreign Issuer on Form 6-K filed with the SEC. Except as may be required by the Securities Act, the Exchange Act, Prospectus Rules, the Market Abuse Rules, the Transparency Rules, the Listing Rules, the Irish Stock Exchange, the Irish Takeover Rules, or by law, Elan assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Chris Burns, + 1-800-252-3526
David Marshall, + 353-1-709-4444
Emer Reynolds, + 353-1-709-4022
Jonathan Birt, +44-751-559-7858
Sard Verbinnen & Co
Jamie Tully, +1-212-687-8080
KEYWORDS: United Kingdom United States Europe North America Ireland
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