Elan Announces Record Date in Respect of Proposed Demerger

  Elan Announces Record Date in Respect of Proposed Demerger

Business Wire

DUBLIN -- December 05, 2012

Elan Corporation, plc (NYSE: ELN) announced today that it has established
11.59 p.m. (Dublin time) on December 14, 2012 as the record date in connection
with its previously announced separation of a substantial portion of its drug
discovery business into a new independent, publicly traded company, Prothena
Corporation plc (Prothena), which separation will be effected pursuant to a
demerger under Irish law.

The occurrence of the distribution of Prothena ordinary shares in the demerger
is conditioned upon, among other conditions to the demerger, (a) the
Registration Statement on Form 10 previously filed by Prothena with the
Securities and Exchange Commission (SEC) in connection with the demerger,
having been declared effective by the SEC and (b) the affirmative vote of the
Elan shareholders to approve the declaration of the distribution by Elan of
99.99% of the outstanding shares of Prothena at the extraordinary general
meeting of Elan shareholders scheduled to occur on Wednesday, December 12,
2012.

A detailed timetable for completion of the demerger is expected to be issued
by way of announcement in due course, with expected completion of the demerger
by the end of December, 2012.

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