Elan’s Response to Indication of Interest

  Elan’s Response to Indication of Interest

Business Wire

DUBLIN -- February 25, 2013

The Board of Elan Corporation, plc (NYSE:ELN) (the Company) acknowledges this
morning's announcement by Royalty Management, LLC (Royalty Pharma) regarding
an indicative, conditional, proposal which may or may not lead to an offer
being made for the entire issued share capital of the Company.

As previously announced, in anticipation of executing and closing the recently
announced Tysabri transaction, the Company's Board of Directors, Executive
Management and advisors have been working for over a year on a number of
strategic transactions that, should they be consummated, would be to the
benefit of our public shareholders. Returning capital through share
repurchase, diversifying business and asset risk/reward through
non-traditional business structures while simultaneously capturing the long
term high margin royalty income from Tysabri will offer a compelling
investment thesis for our current shareholders.

The Company notes the highly opportunistic timing of the announcement by
Royalty Pharma - a privately held investment management company - before the
Company’s shareholders have had the opportunity to assess and realize the full
benefit of the Tysabri transaction and the partial unlocking of its value. We
expect the Tysabri transaction to close in the near future.

The Company also notes the heavily conditional nature of this indication of
interest. Any credible proposal which may be made by Royalty Pharma or any
other party will of course be considered by the Company alongside the
strategic transactions and unique investment thesis referred to above.

Further announcements will be made if and when appropriate.

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).

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.

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.

                                     ###

Contact:

Elan Corporation, plc
Investor Relations:
Chris Burns
Ph: 800-252-3526
or
David Marshall
Ph:+ 353-1-709-4444
or
Media Relations
Emer Reynolds
Ph: + 353-1-709-4022
or
Jonathan Birt
Ph: +44-751-559-7858
or
Jamie Tully
Ph: +1-212-687-8080
 
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