IRSH: Elan Corporation PLC: Elan Provides Update Post Restructuring Announcement of Tysabri Collaboration

  IRSH: Elan Corporation PLC: Elan Provides Update Post Restructuring
  Announcement of Tysabri Collaboration

UK Regulatory Announcement

  *Post-Closing Deployment Plan For Upfront Payment Of $3.25 Billion
  *Tax Efficient Transaction Enables Substantially All of Proceeds To Be
    Realized and Utilized
  *Deployment Of Capital To Diversify Business and Strengthen Capital
    Structure
  *Outstanding Debt To Be Refinanced; $1 Billion Share Repurchase To Commence
    Following Close of Transaction
  *On-Going Royalty Cash Flow To Provide High Margin Income For The Long Term

DUBLIN

Elan Corporation, plc (NYSE:ELN) today provides an update to the market post
the February 6, 2013 announcement regarding the restructuring of the Tysabri®
collaboration with Biogen Idec. As previously announced, under the terms of
this agreement, Elan will move from the current 50:50 business collaboration
to an upfront payment of $3.25 billion and a double digit tiered royalty
structure for the life of the complete Tysabri asset.

Mr Kelly Martin, CEO commented, “Understandably, many market participants are
looking forward to further clarity around how we intend to deploy the
significant upfront payment we will be receiving from Biogen Idec upon the
close of our transaction. The goal of this communication is to provide
additional information to our investors.” Mr Martin continued, “We have been
making significant progress in this regard and are prepared to move
expeditiously, upon close, on the redeployment of capital.”

The Board of Directors, executive management and a number of our key advisors
have been working on a possible restructuring of the Tysabri relationship for
many years. The unlocking of a portion of the Tysabri asset value provides
Elan with significant strategic flexibility and a unique opportunity to reset
the company along a number of dimensions.

Upon the closing of the Tysabri transaction Elan will, in accordance with
applicable law and regulation (including by obtaining any required consents or
approvals), execute along three dimensions:

I. Strategic Initiatives: A portion of the $ 3.25 billion will be invested
into a variety of business assets. From a portfolio point of view, these
assets will, characteristically, diversify Elan from a product,
science/clinical, therapeutic, and geographic point of view. As mentioned
previously, in anticipation of agreeing to the Tysabri restructuring, we have
spent significant time evaluating assets around the world and establishing
relationships that might ultimately lead to constructive strategic
transactions. We are pleased with our progress along these lines. We are
enthusiastic about the opportunities that exist and we expect to be in a
position to announce a number of strategic transactions upon or following the
close of the Tysabri restructuring.

II. Debt Refinancing: Following closing of the Tysabri transaction, Elan will
refinance its outstanding debt. We have worked closely with the credit markets
over the past ten years and value the access to capital and long standing
relationships that we have with our creditors. Details regarding the
refinancing will be made public following the close of the Tysabri
restructuring.

III. Share Repurchase: Following closing, we will institute a share repurchase
program by utilizing $1 billion of the upfront proceeds from the Tysabri
restructuring, with the method to be detailed following the transaction
closing. This enables a significant portion of the unlocked value of Tysabri
to be returned to shareholders directly. Additionally, and as outlined
previously, the upfront cash payment to Elan will have little to no tax burden
and part of our objective is to enable shareholders to benefit directly from
that structural advantage. Following this transaction, Elan retains over $1.5
billion in accumulated tax losses and other structures as well as our
favorable Irish tax structure. We greatly value our shareholder relationships
and the access to equity capital these relationships give us and we appreciate
the time horizon of many of our long term holders. We will continue to work on
ways to unlock incremental value to their direct benefit.

In closing, Kelly Martin concluded, “Our actions over the past years have been
consistent in theme and execution. We have reduced risk (financial, asset
concentration, infrastructure burden) while, at the same time, preserving the
upside from future advancement of science, clinical or commercial products. By
unlocking a portion of the Tysabri asset value while retaining a significant
earnings upside, we have a unique opportunity to reward shareholders,
diversify our business and create a highly distinctive business platform upon
which to advance to the benefit of shareholders and patients around the
world.”

About Elan

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.

About Tysabri

TYSABRI is approved in more than 65 countries. TYSABRI is approved in the
United States as a monotherapy for relapsing forms of MS, generally for
patients who have had an inadequate response to, or are unable to tolerate, an
alternative MS therapy. In the European Union, it is approved for highly
active relapsing-remitting MS (RRMS) in adult patients who have failed to
respond to beta interferon or have rapidly evolving, severe RRMS.

TYSABRI has advanced the treatment of MS patients with its established
efficacy. Data from the Phase 3 AFFIRM trial, which was published in the New
England Journal of Medicine, showed that after two years, TYSABRI treatment
led to a 68 percent relative reduction (p<0.001) in the annualized relapse
rate when compared with placebo and reduced the relative risk of disability
progression by 42-54 percent (p<0.001).

TYSABRI increases the risk of progressive multifocal leukoencephalopathy
(PML), an opportunistic viral infection of the brain which usually leads to
death or severe disability. Infection by the JC virus (JCV) is required for
the development of PML and patients who are anti-JCV antibody positive have a
higher risk of developing PML. Factors that increase the risk of PML are
presence of anti-JCV antibodies, prior immunosuppressant use, and longer
TYSABRI treatment duration. Patients who have all three risk factors have the
highest risk of developing PML. Other serious adverse events that have
occurred in TYSABRI-treated patients include hypersensitivity reactions (e.g.,
anaphylaxis) and infections, including opportunistic and other atypical
infections. Clinically significant liver injury has also been reported in the
post-marketing setting. A list of adverse events can be found in the full
TYSABRI product labeling for each country where it is approved.

TYSABRI is marketed and distributed by Biogen Idec Inc. and Elan Corporation,
plc. For full prescribing information and more information about TYSABRI,
please visit www.biogenidec.com.

Forward Looking Statements

This document contains forward-looking statements about Elan’s financial
condition, results of operations, business prospects and Tysabri 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: the risk that the Tysabri transaction does not complete, 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
additional products, whether internally or by acquisition, especially given
the separation of the Prothena business which left us 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 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; 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; if the Tysabri transaction
completes, whether we are deemed 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 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. Elan assumes no obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.

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

Contact:

Elan Corporation PLC
 
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