Elan Announces Expected Timetable in Respect of Implementation of Proposed Demerger

  Elan Announces Expected Timetable in Respect of Implementation of Proposed
  Demerger

Business Wire

DUBLIN -- December 14, 2012

Elan Corporation, plc (NYSE: ELN) today announced the expected timetable of
the separation of a substantial portion of its drug discovery business (the
Prothena Business) into a new independent, publicly traded company, Prothena
Corporation plc (Prothena). The separation will be effected pursuant to a
demerger under Irish law.

Under the demerger, Elan will transfer the Prothena Business to Prothena in
exchange for Prothena issuing directly to the holders of Elan ordinary shares
and American Depositary Shares (ADSs), on a pro rata basis, Prothena ordinary
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 precedes the demerger, Elan is
making a cash investment of $99 million in the subsidiaries holding the
Prothena Business.

Elan shareholders approved a resolution in respect of the demerger at the
Extraordinary General Meeting of Elan held in Dublin, Ireland on December 12,
2012. The occurrence of the distribution of Prothena ordinary shares in the
demerger and the expected timetable set forth below is subject to, among other
conditions to the demerger, 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.

Under the terms of the demerger, Elan shareholders on the register as of 11:59
p.m. (Dublin time) on December 14, 2012, the record date, will receive 1
Prothena ordinary share for every 41 Elan ordinary shares or ADSs held.

Fractional entitlements to Prothena ordinary shares will not be allocated to
Elan shareholders in the demerger, but will instead be aggregated and sold in
the open market at prevailing market prices, with the aggregate net cash
proceeds (after deduction of any required costs and taxes) to be distributed
on a pro rata basis to each Elan shareholder who would otherwise have been
entitled to receive a fractional share under the demerger.

Application has been made for the Prothena ordinary shares to be issued in the
demerger to be admitted to trading on the NASDAQ Global Market. It is
anticipated that Prothena ordinary shares will begin trading on a “when
issued” basis on the NASDAQ Global Market on December 18, 2012 and “regular
way” on the NASDAQ Global Market on December 21, 2012, the first business day
immediately following the distribution date, under the symbol “PRTA.” There
are currently 594,374,093 shares in issue in Elan. Based on this issued share
capital, and following the subscription by Elan for Prothena ordinary shares
as described above, it is expected that there will be approximately 17.7
million Prothena ordinary shares in issue immediately following consummation
of the demerger and the Elan subscription.

Further detail in relation to the timetable for completion of the demerger is
set out below:

Event                                            Time and Date
Record Date in respect of the demerger            11.59 p.m. (Dublin time) on
                                                  December 14, 2012
Publication of Information Statement in respect
of the demerger and issue of Information          December 17, 2012 or as soon
Statement to Elan shareholders as of the record   as practicable thereafter
date
Commencement of “when issued” trading of          9:30 a.m. (New York time) on
Prothena ordinary shares on the Nasdaq Global     December 18, 2012
Market
Distribution Date (being the date of              11.59 p.m. (Dublin time) on
effectiveness of the demerger)                    December 20, 2012
Elan ordinary shares trading on the ISE marked    8.00 a.m. (Dublin time) on
‘ex’ the entitlement to the Prothena ordinary     December 21, 2012
shares
Elan ADSs trading on the NYSE marked ‘ex’ the     8.00 a.m. (New York time) on
entitlement to the Prothena Shares                December 21, 2012
DTC participants accounts credited with           9.30 a.m. (New York time) on
Prothena ordinary shares                          December 21, 2012
Admission of the Prothena ordinary shares to      9.30 a.m. (New York time) on
trading on the NASDAQ Global Market               December 21, 2012
Share certificates issued in respect of
Prothena ordinary shares to relevant holders of   by December 31, 2012
Elan shares as of the record date

Further information in relation to the mechanics of the distribution of
Prothena ordinary shares is contained in Section 3 of Part 5 of the Circular
to Elan shareholders dated November 12, 2012 and is also contained in the
Information Statement, which is attached as an exhibit to the Registration
Statement on Form 10 previously filed by Prothena Corporation plc with the
SEC.

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, 800-252-3526
David Marshall, 353-1-709-4444
or
Media Relations:
Emer Reynolds, + 353-1-709-4022
Jonathan Birt, +44-751-559-7858
 
Press spacebar to pause and continue. Press esc to stop.