Elan Corporation, plc’s Board of Directors Unanimously Reject Royalty Pharma’s Revised Tender Offer

  Elan Corporation, plc’s Board of Directors Unanimously Reject Royalty
  Pharma’s Revised Tender Offer

Business Wire

DUBLIN -- May 23, 2013

Elan Corporation, plc (NYSE: ELN) (Elan) today announced that its Board of
Directors, after careful review and consideration and with the assistance of
its executive management team as well as outside financial and legal advisors,
has determined that privately held investment firm Royalty Pharma's revised
offer (“Royalty Pharma Offer") announced on Monday May 20, 2013 to acquire all
of Elan's shares for $12.50 per share through its shell subsidiary Echo Pharma
Acquisition Limited, substantially undervalues the company.

Commenting specifically, Mr. Robert A. Ingram, Chairman of Elan Corporation,
plc, said "The revised offer from Royalty Pharma continues to grossly
undervalue our company's current business platform and our future prospects.
This offer is no more than an opportunistic attempt to acquire our company at
a substantial discount at our Shareholders' expense. Put simply, for Royalty
Pharma to win, you our Shareholders must lose. Accordingly, the Board
unanimously and without reservation rejects the revised Royalty Pharma offer."

Mr. Ingram's letter to Elan Shareholders is set out in full in the schedule to
this announcement.

Elan shareholders are strongly and unequivocally advised to TAKE NO ACTION in
                    relation to the Royalty Pharma offer.

Shareholders will also receive in the coming days a shareholder circular and
Notice of Extraordinary General Meeting (“EGM”) to be held on June 17, 2013 in
connection with the recently announced transactions, decisively transforming
the company, which are to be voted on by Shareholders at the Company's
forthcoming EGM on June 17, 2013.

Elan’s financial advisors are Citigroup, Davy Corporate Finance, Morgan
Stanley and Ondra Partners. Its legal advisors are A&L Goodbody and
Cadwalader, Wickersham & Taft LLP.

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.

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).

Schedule - Chairman's Letter

"May 23, 2013

Dear Elan Shareholder,

The Board of Elan unanimously, and without reservation, recommends that you
reject the Royalty Pharma Revised Offer (the "Royalty Pharma Offer") announced
on Monday last May 20, 2013 and set out in a revised Offer Document dated
today, May 23, 2013. The Board's conclusions, after further in depth
discussion with the executive management team and our external advisors, are
based on the following beliefs:

  *The Revised Offer fails to properly value the Tysabri asset. On its own,
    Tysabri is a highly valuable and unique asset; it will generate income for
    many years to come and has a multitude of potential additional life cycle
    opportunities. In addition, in the current business construct Elan
    shareholders have the opportunity to participate directly – through a
    highly unique 20 % dividend pass through – in the future and on going
    growth of this asset. Accepting the Royalty Pharma Offer would eliminate
    any opportunity for Elan's Shareholders to realize the substantial
    benefits of multi year growth and income driven by this asset alone.
  *By unlocking only a portion of the value of Tysabri, we are now in a
    position to add additional value creating assets to Elan. The first wave
    of these assets is to be presented to Shareholders for their approval at
    the Company's forthcoming extraordinary general meeting ("EGM") on June
    17, 2013. Accepting the Royalty Pharma Offer would eliminate (forever) the
    opportunity for Elan's Shareholders to participate in the future business
    and growth made possible by the reallocation of capital following the
    Tysabri transaction.
  *Allowing Royalty Pharma to purchase the Tysabri asset at a discount to its
    embedded value and simultaneously blocking the addition of valuable long
    term assets would be to the direct detriment of Elan's Shareholders.
    Selling Elan's 'cash for cash' and Elan's asset(s) at a discount would be
    illogical and directly harm Elan Shareholders.
  *Royalty Pharma as a private limited partnership will capture any and all
    future Elan growth for the sole benefit of its limited partners. This is
    Royalty Pharma's sole business objective and modus operandi - in short,
    for Royalty Pharma to win, you our Shareholders must lose. Eliminating
    Elan as a publicly held entity will forever remove the opportunity, for
    you our Shareholders, to capture future growth and increases in value
    generated by current and future assets.

As the Chairman of the Board of Elan, I have the privilege of working with and
leading the Company and its strategic direction and its implementation. It is
important for me to convey – clearly, strongly and directly – that everything
we do at Elan is done with the sole goal of providing Shareholders with the
opportunity to participate in value creation and growth. This is a philosophy
shared by our entire Board and management.

Having over 40 years experience in a number of capacities including,
variously, Chairman, Chief Executive, Committee Chair, Senior Adviser and
Board Member of pharmaceutical, life sciences and investment companies such as
GlaxoSmithKline plc, Allergan Inc, Valeant Pharmaceuticals Inc, Edwards
Lifesciences Corporation and Hatteras Venture Partners LLC, I understand –
intimately and from a variety of different seats - the industry and the
inherent challenges and opportunities that exist for all participants. I
believe that it would be a significant opportunity lost for our Shareholders
to accept the Royalty Pharma Offer at this time in our Company’s evolution. It
is simply the wrong time in terms of the realization of the full value
potential of this enterprise that would benefit – directly – our public

For the above reasons, your Board believes the Revised Offer grossly
undervalues the Company’s current cash flow, business and financial platform
and our future business opportunities. The Royalty Pharma Offer – in its
opportunistic nature – is not in the strategic interests of Elan’s
Shareholders in terms of the realization of the full potential in value of our
business. Consequently, your Board strongly and unequivocally recommends that
you take no action with regard to the Royalty Pharma Offer.

The Board also rejects any assertion by Royalty Pharma that it cannot
recommend a Royalty Pharma offer as a result of its recommendation of the
Transactions. This is untrue. The Board does not consider that the Royalty
Pharma Offer is in the best interests of the Company and, accordingly, it is
not recommending its acceptance. The Board is at all times willing to consider
any reasonable and meaningful offer for the Company, be that from Royalty
Pharma or any other person.

You will receive in the coming days a shareholder circular in advance of our
EGM on June 17, 2013 setting out further details of the Transactions, and I
will be writing to you again at that time.

Yours sincerely,

Robert A. Ingram


Forward Looking Statements

This press release contains forward-looking statements 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 financial
performance or events. Among the factors that could cause actual results to
differ materially from those described or projected herein are the following:
risks related to delays or difficulties encountered in obtaining, or the
failure to obtain, the approval of Elan’s shareholders for the Theravance, AOP
and ELND005 transactions, the possibility that intervening events could arise
which could alter the timing, or the ability to consummate the Theravance, AOP
or the ELND005 transactions even if Elan shareholder approval is obtained, the
risk that third parties could challenge any or all of the transactions, even
if the transactions are approved by Elan shareholders and consummated, risks
that the transactions do not provide the benefits to Elan that are
anticipated, whether Elan can successfully access the capital markets to raise
debt financing and, as Elan’s principal source of revenue may 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 PML), or by competition from existing or new therapies (in
particular, oral therapies), and the potential for the successful development
and commercialization of products, whether internally or by acquisition,
especially given the separation of the Prothena business which left Elan 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
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; 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, 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 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; whether Elan is 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.



Investor Relations
Chris Burns
Ph: + 1-800-252-3526
David Marshall
Ph:+ 353-1-709-4444
Media Relations
Emer Reynolds
Ph: + 353-1-709-4022
Jonathan Birt/FTI Consulting
Ph: +44-751-559-7858
Jamie Tully/Sard Verbinnen & Co
Ph: +1-212-687-8080
Press spacebar to pause and continue. Press esc to stop.