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IRSH: Elan Corporation PLC: Elan Announces Publication of EGM Circular in Respect of Proposed Demerger

  IRSH: Elan Corporation PLC: Elan Announces Publication of EGM Circular in
  Respect of Proposed Demerger

UK Regulatory Announcement

DUBLIN

Elan Corporation, plc (NYSE: ELN) today announced the publication and filing
of a circular to shareholders convening an extraordinary general meeting
(“EGM”) to be held in the Davenport Hotel, 8/10 Merrion Street Lower, Dublin
2, Ireland at 10.00 a.m. on Wednesday, December 12, 2012 at which a resolution
in connection with the proposed demerger of Elan’s Neotope business (now
referred to as the Prothena Business), originally announced on August 13,
2012, will be considered and voted on.

As previously announced, and assuming the necessary preconditions are
fulfilled, including an affirmative vote of the Elan shareholders at the EGM,
the Prothena business which comprises a substantial portion of Elan’s drug
discovery business platform, will be separated into another company by way of
a demerger. This company, previously named Neotope Corporation plc, but now
named Prothena Corporation plc (Prothena), will be a new publicly traded
company incorporated in Ireland.

Under the demerger, Elan will transfer the Prothena Business to Prothena in
exchange for Prothena issuing directly to the holders of Elan ordinary
shareholders and American Depositary Shares, on a pro rata basis, Prothena
shares, representing 99.99% of Prothena’s outstanding shares. Immediately
after the demerger (and conditional on prior completion of the demerger) a
wholly owned subsidiary of Elan will subscribe $26 million and receive
Prothena shares representing 18% of the total outstanding ordinary shares of
Prothena (as calculated immediately following the subscription by Elan). The
remaining 0.01% of Prothena’s outstanding shares, which were issued to the
original incorporators of Prothena will then be redeemed and cancelled.
Accordingly, after completion of the transaction, Elan shareholders will
directly and indirectly own 100% of the Prothena Business by virtue of their
direct ownership of 82% of Prothena’s outstanding shares and indirect
ownership of 18% of Prothena’s outstanding shares. Additionally, in connection
with the reorganization of the Prothena Business, which preceeds the demerger,
Elan is making a cash investment of $99 million in the subsidiaries holding
the Prothena Business.

It is intended that application will be made for the Prothena sharesto be
admitted to trading on the NASDAQ Global Market, with such admission expected
to occur immediately after completion of the demerger. Prothena will not be
conducting any offering of its shares as part of such admission and its shares
will not be admitted to trading on any market other than the NASDAQ Global
Market.

Further information on the demerger and on the reasons why the Board of
Directors of Elan, other than Dr. Lars Ekman who has not taken part in the
deliberations of the Board given his intended role in Prothena as Chairman of
the board of Prothena, believe it to be in the best interests of Elan and its
Shareholders as a whole, are contained in the Circular.

A detailed timetable for completion of the demerger, including the record date
for the purposes of receiving shares in Prothena, will be issued by way of
announcement in due course, with expected completion by the end of December,
2012.

A copy of the Circular is being submitted to the Irish Stock Exchange, and
will shortly be available for inspection at:

Company Announcements Office,
Irish Stock Exchange,
28 Anglesea Street,
Dublin 2,
Ireland.


Defined terms used in this announcement have the same meaning as set out in
the Circular, unless otherwise stated.

About Elan

Elan Corporation, plc (NYSE: ELN) is a neuroscience-based biotechnology
company 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. Elan
shares trade on the New York and Irish Stock Exchanges. For additional
information about the Company, please visit www.elan.com.

Forward-Looking Statements

This press release contains forward-looking statements about Elan’s financial
condition, results of operations, business prospects and products in research
and development 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 operating or financial performance or events.
Among the factors that could cause actual results to differ materially from
those described or projected herein are the following: some or all of the
necessary preconditions to the proposed demerger are not fulfilled and the
demerger is either delayed or cancelled; if the demerger does occur the
anticipated benefits of the demerger do fail to come to fruition, 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 discovery, development and
commercialization of additional products especially given the proposed
separation of the Prothena business which will leave us with no material
pre-clinical research or development 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 we retain an interest, including, in particular, the impact of the
announced discontinuation of the development of bapineuzumab intravenous in
mild to moderate Alzheimer’s disease; whether our continuing obligations to
fund Janssen AI will be reduced; and the speed with which regulatory
authorizations and product launches may be achieved; whether the charges we
still expect to incur as the result of the restructuring of our business turn
out to be greater than we expect; we own approximately six percent of Alkermes
plc and our shares are subject to legal and contractual transfer restrictions;
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, whether restrictive covenants in Elan’s debt
obligations will adversely affect Elan; 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 products or 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; 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 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, 2011, and in its
Reports of Foreign Issuer on Form 6-K, and in Prothena Corporation’s Form 10,
each as filed with the United States Securities and Exchange Commission. Elan
assumes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.

Contact:

Elan Corporation, plc
Investor Relations:
Chris Burns, 1-800-252-3526
David Marshall, + 353-1-709-4444
or
Media Relations:
Emer Reynolds, + 353-1-709-4022
Jonathan Birt, + 44-751-559-7858
 
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