IRSH: Elan Corporation PLC: Elan Announces Proposed Offering of US$800.0 Million in Aggregate Principal Amount of Senior Notes

  IRSH: Elan Corporation PLC: Elan Announces Proposed Offering of US$800.0
  Million in Aggregate Principal Amount of Senior Notes Due 2021

UK Regulatory Announcement


Elan Corporation, plc (“Elan”) (NYSE: ELN) today announced that its
wholly-owned subsidiaries, Elan Finance public limited company (“Elan
Finance”) and Elan Finance Corp. (“Elan Corp.” and together with Elan Finance,
the “Issuers”), intend to offer, subject to market conditions, US$800.0
million in aggregate principal amount of Senior Notes due 2021 (the “Notes”).
The Notes will be fully and unconditionally guaranteed by Elan and
substantially all of its subsidiaries. The net proceeds of the Notes offering
(plus an amount that would accrue on the Notes through a specified date) will
be deposited into escrow pending the closing of Elan’s previously announced
(May 13, 2013) pending royalty participation transaction with Theravance, Inc.
(the “Theravance Transaction”). Upon release of the net proceeds from escrow,
Elan intends to use those net proceeds for general corporate purposes,
including working capital requirements, capital expenditures, acquisitions and
share repurchases. If the closing of the Theravance Transaction does not occur
on or prior to the escrow end date, the escrow proceeds will be used to redeem
the Notes in full at a redemption price equal to 100% of the issue price of
the Notes, plus accrued and unpaid interest from the issue date of the Notes
to, but excluding, the redemption date. The closing of the Theravance
Transaction is not subject to any material conditions, other than timely
approval of Elan’s shareholders.

The Notes and related guarantees will be offered and sold to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), and to non-U.S. persons outside the
United States in accordance with Regulation S under the Securities Act. The
Notes and related guarantees have not been registered under the Securities
Act, or any state securities laws and may not be offered or sold in the United
States absent registration under, or an applicable exemption from, the
registration requirements of the Securities Act and applicable state
securities laws.

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

As required by the Irish Takeover Rules, 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

Any holder of 1% or more of any class of relevant securities of Elan may have
disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2007 (as amended).

Safe Harbor/Cautionary Note Regarding Forward-Looking Statements

This press release does not constitute an offer to sell or the solicitation of
an offer to buy the Notes or any other security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful.
The information contained in this press release is not for publication or
distribution in Canada, Australia or Japan and does not constitute an offer of
securities for sale in Canada, Australia or Japan.
In the United Kingdom, this press release is directed only at (i)Persons who
have professional experience in matters relating to investments falling within
Article 19(1) of The Financial Services And Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) and (ii)High Net Worth Entities falling
within Article 49(2) of The Order and (iii)persons to whom it would otherwise
be lawful to distribute it (all such persons together being referred to as
“Relevant Persons”).
In addition, if and to the extent that this press release is communicated in
any EEA member state that has implemented Directive 2003/71/EC (together with
any applicable implementing measures in any member state, the “Prospectus
Directive”), this press release is only addressed to and directed at persons
in that member state who are qualified investors within the meaning of the
Prospectus Directive (or who are other persons to whom the offer may lawfully
be addressed) and must not be acted on or relied on by other persons in that
member state. This press release does not constitute a prospectus within the
meaning of the Prospectus Directive. This press release does not constitute an
advertisement for the purposes of the Irish Prospectus (Directive 2003/71/EC)
Regulations 2005 (as amended).
This press release contains forward-looking statements within the meaning of
Section21E of the Securities Exchange Act of 1934, as amended, regarding,
among other things, the completion of the Offering, the intended application
of the net proceeds of the Offering and the completion of the Theravance
Transaction. You can identify these statements by the fact that they often use
words such as “expect”, “estimate”, and “intend” and other words and terms of
similar meaning in connection with any discussion of future events. You should
understand that these statements are not guarantees of performance or results,
and Elan’s performance and results could differ materially from those
expressed in the forward-looking statements due to a variety of important
factors, both positive and negative. Factors that could affect whether the
Offering is completed, the proceeds are applied as intended and the Theravance
Transaction is completed include, among other things, uncertainties related to
corporate debt securities generally, the securities of biotechnology companies
generally and Elan’s debt securities in particular; as Elan’s principal source
of revenue for the foreseeable future is likely to remain a royalty on sales
of Tysabri, 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 progressive multifocal leukoencephalopathy), or by competition from
existing or new therapies (in particular, oral therapies); Elan no longer has
any commercialized products and, given Elan’s continued royalty interest in
global net sales of Tysabri, Elan’s revenue will continue to be dependent on
Tysabri, the development, manufacturing and commercialization of which is
controlled exclusively by Biogen Idec, Inc. with no participation by Elan;
risks related to delays or difficulties encountered in obtaining, or the
failure to obtain, the approval of Elan’s shareholders for the Theravance
transaction; risks related to the development, approval and commercialization
of the products and potential products that underlie the royalty participation
interest that is the subject of the Theravance Transaction; risks related to
delays or difficulties encountered in obtaining, or the failure to obtain, the
approval of Elan’s shareholders for the A transaction and risks related to
Elan’s future funding obligations for the A transaction; risks related to
delays or difficulties encountered in obtaining, or the failure to obtain, the
approval of Elan’s shareholders for the ELND005 transaction and risks related
to Elan’s future funding obligations for the ELND005 transaction; the success
of Elan’s development activities, and research and development activities in
which Elan retains 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 Elan is deemed to be an
Investment Company or a Passive Foreign Investment Company; Elan’s ability to
compete in a highly competitive industry; Elan’s ability (or the ability of
the owners of products in which Elan has an interest) to protect or extend its
protection of its patents and other intellectual property and defend against
intellectual property lawsuits asserted against Elan or the owners of products
in which Elan has an interest; legislation and other developments affecting
pharmaceutical pricing and reimbursement, both domestically and
internationally; the effects of Elan’s settlement agreement with the U.S.
government relating to marketing practices with respect to its former
Zonegran® product, including its obligation to comply with a Corporate
Integrity Agreement; the failure to comply with anti-kickback and false claims
laws in the United States and elsewhere; extensive government regulation;
risks from potential environmental liabilities; risks related to material
reimbursements, penalties, sanctions and fines if Elan fails to comply with
its reporting and payment obligations under the Medicaid rebate program or
other governmental pricing programs; exposure to product liability (including,
in particular, with respect to Tysabri or other products in which Elan has an
interest) 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; interest rate and foreign currency exchange rate
fluctuations and the risk of a partial or total collapse of the euro; the
accuracy of Elan’s assumptions and estimates used to prepare its financial
statements; Elan’s investors not having the benefits of oversight from the
U.S. Public Company Accounting Oversight Board; growth in costs and expenses;
Elan’s ability to compete in a highly competitive industry; the volatility of
Elan’s stock price; general changes in U.S. generally accepted accounting
principles; and the impact of acquisitions, divestitures, restructurings,
spin-offs, product withdrawals and other unusual items. A further list and
description of risks, uncertainties and other matters can be found in Elan’s
Annual Report on Form 20-F for the fiscal year ended December31, 2012 and in
its Reports of Foreign Issuer on Form 6-K filed with the Securities and
Exchange Commission. Elan therefore cautions you against relying on these
forward-looking statements. All forward-looking statements attributable to
Elan or persons action on Elan’s behalf are expressly qualified in their
entirety by the foregoing cautionary statements. All forward-looking
statements speak only as of the date made, and Elan assumes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Investor Relations:
Chris Burns, +1-800-252-3526
David Marshall, +353-1-709-4444
Media Relations
Emer Reynolds, +353-1-709-4022
FTI Consulting
Jonathan Birt, +44-751-559-7858
Sard Verbinnen & Co
Jamie Tully, +1-212-687-8080


Elan Corporation PLC
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