Royalty Pharma Announces Offer May Lapse (Be Withdrawn)

           Royalty Pharma Announces Offer May Lapse (Be Withdrawn)

PR Newswire

NEW YORK, June 13, 2013

NEW YORK, June 13, 2013 /PRNewswire/ --Royalty Pharma today announces that as
of 5:30 pm EDT on Wednesday, June 12, 2013 holders of approximately 276
million Elan ADSs (NYSE: ELN), representing more than 70% of the Elan ADSs
held in street name, had voted on the Elan proposals. Based on its review of
those votes, Royalty Pharma currently believes that Item 4 - Share Repurchase
Program will be approved. However, Royalty Pharma believes that this proposal
can still be voted down if a few shareholders change their vote. Royalty
Pharma remains in active dialogue with Elan Shareholders.

The Irish Takeover Panel is requiring Royalty Pharma to lapse (withdraw) its
Further Increased Offer even if only the Share Repurchase Program or the
ELND005 Transaction is approved at the Elan EGM on 17 June 2013. Because it
does not wish to lapse its offer if only the Share Repurchase Program and / or
the ELND005 Transaction are approved, Royalty Pharma is seeking judicial
review of this decision of the Irish Takeover Panel, but there can be no
assurance that such judicial review will result in any change to that
decision.

Accordingly, Elan shareholders should be aware that:

  oRoyalty Pharma's offer may lapse (be withdrawn) as early as Monday, June
    17.
  oIf Royalty Pharma's offer lapses (is withdrawn), Irish Takeover Rules may
    prevent Royalty Pharma from making another unsolicited offer for 12
    months.

IF YOU HAVE VOTED IN FAVOR OF ITEM 4 - SHARE REPURCHASE PROGRAM BUT WANT
ROYALTY PHARMA'S OFFER FOR ELAN TO CONTINUE, YOU ARE URGED TO CHANGE YOUR VOTE
TO "AGAINST".

IF YOU HAVE NOT VOTED, YOU ARE URGED TO VOTE "AGAINST" ALL FOUR RESOLUTIONS
PROPOSED BY ELAN AT ITS UPCOMING EGM ON 17 JUNE 2013, INCLUDING THE ELND005
TRANSACTION AND THE SHARE REPURCHASE PROGRAM.

  oWhile the deadline for holders of Elan American Depository Receipts held
    in street name to vote electronically through BroadRidge has passed, such
    holders may nevertheless vote or change their vote by asking their
    custodian, BroadRidge or proxy voting agent (ISS or Glass Lewis) to do so
    manually until 3 p.m. EDT today, Thursday, June 13. Shareholders needing
    assistance in voting are urged to contact MacKenzie Partners, Royalty
    Pharma's proxy solicitor, at +1 212 929 5500.
  oHolders of Elan Ordinary Shares have until 10:00 a.m. Irish time on
    Saturday, June 15 to vote their proxies through Computershare (Ireland).

Royalty Pharma notes that Elan only publicly announced that it had received
"unsolicited enquiries" three days ago, more than three months after Royalty
Pharma's proposal first became public and only after it appeared to be gaining
investor support.

There can be no assurance that Elan will conduct a sale process, that any sale
process that is conducted will be conducted fairly, or that any proposal to
acquire Elan will be presented to Elan Shareholders.

Even if Elan does conduct a sales process, given that Royalty Pharma's offer
of $13.00 plus an up to $2.50 CVR has been deemed "grossly inadequate" by
Elan, there can be no assurance that Elan will not conclude that all other
offers they receive are "grossly inadequate".

IT IS EASY FOR ELAN TO RUN A SALE PROCESS THAT PRODUCES NO RESULT BECAUSE ELAN
DEEMS ALL OFFERS INADEQUATE OR CONCLUDES THAT ANOTHER STRATEGIC ALTERNATIVE
PRODUCES MORE VALUE.

THERE IS NO UNCERTAINTY REGARDING ROYALTY PHARMA'S CURRENT OFFER: $13 IN CASH
PER SHARE PLUS AN UP TO $2.50 CVR. THERE IS SUBSTANTIAL UNCERTAINTY REGARDING
ANY ALTERNATIVE PATH ELAN MAY PRESENT.

VOTE "AGAINST" ALL FOUR RESOLUTIONS OF THE ELAN EGM

Capitalized terms used but not defined in this announcement have the meaning
given to them in Royalty Pharma's Further Revised Offer Document.

J.P. Morgan, together with its affiliate J.P. Morgan Cazenove, BofA Merrill
Lynch, together with its affiliate Merrill Lynch International, Groton
Partners and Investec are acting as financial advisers to Royalty Pharma.

Further information relating to the Further Increased Offer, including all
announcements issued by or on behalf of Royalty Pharma, is available at
www.royaltypharma.com.



FURTHER INFORMATION

The distribution of this announcement in, into, or from, certain jurisdictions
other than Ireland, the United Kingdom and the United States may be restricted
or affected by the laws of those jurisdictions. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in, into, or from any such jurisdiction. Therefore persons
who receive this announcement (including without limitation nominees, trustees
and custodians) and are subject to the laws of any jurisdiction other than
Ireland, the United Kingdom and the United States who are not resident in
Ireland, the United Kingdom or the United States will need to inform
themselves about, and observe any applicable restrictions or requirements. Any
failure to do so may constitute a violation of the securities laws of any such
jurisdiction.

Additional Notice to US Investors

This announcement is not a substitute for the Further Revised Offer Document
and the Further Revised Acceptance Documents that Royalty Pharma filed with
the Securities and Exchange Commission ("SEC") on Amendment No. 12 to Schedule
TO on June 10, 2013, or any other document that Royalty Pharma has filed and
may file with the SEC in connection with the Offer. ELAN STOCKHOLDERS ARE
URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. Any such
documents will be available free of charge through the website maintained by
the SEC at www.sec.gov or by directing a request to any of the persons listed
above.

The Offer is and will be made in the United States pursuant to the US Exchange
Act subject to certain exemptive relief which has been granted in respect of
the Offer by the SEC and otherwise in accordance with the requirements of the
Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that may be
different from those typically applicable under U.S. domestic tender offer
procedures and law. In addition, the Original Offer Document, the Revised
Offer Document, the Further Revised Offer Document and any other documents
relating to the Offer have been or will be prepared in accordance with the
Irish Takeover Rules and Irish disclosure requirements, format and style, all
of which may differ from those in the United States.

Elan is incorporated under the laws of Ireland. Some of the directors of Elan
are resident in countries other than the United States. As a result, it may
not be possible for United States holders of Elan Stock to effect service of
process within the United States upon Elan or such directors of Elan or to
enforce against any of them judgements of the United States predicated upon
the civil liability provisions of the federal securities laws of the United
States. It may not be possible to sue Elan or its officers or directors in a
non-US court for violations of US securities laws. In addition, US holders of
Elan Stock should be aware that, if Royalty Pharma elects to proceed pursuant
to a scheme of arrangement (as described in the Original Offer Document, the
Revised Offer Document and the Further Revised Offer Document), the federal
securities laws of the United States may not be applicable.

Additional Information

Any response in relation to the Further Increased Offer (including any
acceptance thereof) should be made only on the basis of the information
contained in the Further Revised Offer Document, the Further Revised
Acceptance Documents or any other document by which the Further Increased
Offer is made.

Royalty Pharma reserves the right, with the consent of the Irish Takeover
Panel, to elect to implement the acquisition of Elan by way of court-approved
scheme of arrangement under Section 201 of the Companies Act 1963 of Ireland.

Responsibility Statements

The directors of Royalty Pharma accept responsibility for the information
contained in this announcement, save that the only responsibility accepted by
the directors of Royalty Pharma in respect of the information in this
announcement relating to Elan, the Elan Group, the Board of Elan and the
persons connected with them, which has been compiled from published sources,
has been to ensure that such information has been correctly and fairly
reproduced or presented (and no steps have been taken by the directors of
Royalty Pharma to verify this information). To the best of the knowledge and
belief of the directors of Royalty Pharma (having taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.

The managing member of RP Management accepts responsibility for the
information contained in this announcement, save that the only responsibility
accepted by the managing member of RP Management in respect of the information
in this announcement relating to Elan, the Elan Group, the Board of Elan and
the persons connected with them, which has been compiled from published
sources, has been to ensure that such information has been correctly and
fairly reproduced or presented (and no steps have been taken by the managing
member of RP Management to verify this information). To the best of the
knowledge and belief of the managing member of RP Management (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which he accepts responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

Other

J.P. Morgan, together with its affiliate J.P. Morgan Cazenove (which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom), is acting exclusively for Royalty Pharma and RP Management in
connection with the matters described in this announcement and for no one
else, and is not, and will not be, responsible to anyone other than Royalty
Pharma and RP Management for providing the protections afforded to clients of
J.P. Morgan or its affiliates, or for providing advice in relation to the
Further Increased Offer or any other matters referred to in this announcement.

BofA Merrill Lynch, together with its affiliate Merrill Lynch International
(which is authorised and regulated by the Financial Conduct Authority in the
United Kingdom), is acting exclusively for Royalty Pharma and RP Management in
connection with the matters described in this announcement and for no one
else, and is not, and will not be, responsible to anyone other than Royalty
Pharma and RP Management for providing the protections afforded to clients of
BofA Merrill Lynch or its affiliates or for providing advice in relation to
the Further Increased Offer or any other matters referred to in this
announcement.

Groton Partners is acting exclusively for Royalty Pharma and RP Management in
connection with the matters described in this announcement and for no one
else, and is not, and will not be, responsible to anyone other than Royalty
Pharma and RP Management for providing the protections afforded to its clients
or for providing advice in relation to the Further Increased Offer or any
other matters referred to in this announcement.

Investec Corporate Finance Ireland Limited trading as Investec is regulated by
the Central Bank of Ireland and is acting exclusively for Royalty Pharma and
RP Management in connection with the matters described in this announcement
and for no one else, and is not, and will not be responsible to anyone other
than Royalty Pharma and RP Management for providing the protections afforded
to clients of Investec Corporate Finance Ireland Limited or for providing
advice in relation to the Further Increased Offer or any other matters
referred to in this announcement.

Forward-looking Statements

This announcement may include certain "forward looking statements" with
respect to the business, strategy and plans of Royalty Pharma and its
expectations relating to the Further Increased Offer and Elan's future
financial condition and performance. Statements that are not historical facts,
including statements about Elan or Royalty Pharma or Royalty Pharma's belief
and expectation, are forward looking statements. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "aims", "potential", "will",
"would", "could", "considered", "likely", and variations of these words and
similar future or conditional expressions are intended to identify forward
looking statements but are not the exclusive means of identifying such
statements. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend upon future circumstances
that may or may not occur.

Examples of such forward looking statements include (but are not limited to)
statements about expected benefits and risks associated with the Further
Increased Offer; projections or expectations of profit attributable to
shareholders; anticipated provisions or write-downs, economic profit,
dividends, capital structure or any other financial items or ratios;
statements of plans, objectives or goals of Elan, the Elan Group, RP
Management or Royalty Pharma following the Further Increased Offer; statements
about the future trends in interest rates, liquidity, foreign exchange rates,
stock market levels and demographic trends and any impact that those matters
may have on Elan, the Elan Group, RP Management or Royalty Pharma following
the Further Increased Offer; statements concerning any future Irish, US or
other economic environment or performance; statements about strategic goals,
competition, regulation, regulatory approvals, dispositions and consolidation
or technological or regulatory developments; and statements of assumptions
underlying such statements.

Forward looking statements only speak as of the date on which they are made,
and the events discussed in this announcement may not occur. Subject to
compliance with applicable law and regulation, Royalty Pharma is not under any
obligation to update publicly or revise forward looking statements, whether as
a result of new information, future events or otherwise.

Rule 8 - Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person
is, or becomes, "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Elan, all "dealings" in any "relevant
securities" of Elan (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by not later than 3.30 pm (Irish time) on the "business day"
following the date of the relevant transaction. This requirement will continue
until the date on which the Further Increased Offer becomes or is declared
unconditional as to acceptances or lapses or is otherwise withdrawn or on
which the Offer Period otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or written,
to acquire an "interest" in "relevant securities" of Elan, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings"
in "relevant securities" of Elan by Elan or Royalty Pharma, or by any of their
respective "associates" must also be disclosed by no later than 12 noon (Irish
time) on the "business day" following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be
found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone
number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

No Profit Forecast / Asset Valuations

No statement in this announcement constitutes a profit forecast for any
period, nor should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Royalty Pharma, RP Management or Elan
as appropriate. No statement in this announcement constitutes an asset
valuation.



SOURCE Royalty Pharma

Website: http://www.royaltypharma.com
Contact: Royalty Pharma, Pablo Legorreta, George Lloyd, Tel: +1 212 883 2275;
or J.P. Morgan (financial adviser), Henry Gosebruch (New York, Tel: +1 212 270
6000), Dwayne Lysaght / James Mitford / Christopher Dickinson (London, Tel:
+44 (0) 20 7742 4000); or BofA Merrill Lynch (financial adviser), Philip
Noblet / Peter Luck / Geoff Iles (London, Tel: +44 (0) 20 7996 1000); or
Investec (financial adviser), Tommy Conway / Jonathan Simmons (Dublin, Tel:
+353 (0)1 611 5611); or Abernathy MacGregor (PR adviser), Tom Johnson / Chuck
Burgess, Tel: +1 212 371 5999; or Maitland (PR adviser), Tom Buchanan, Tel:
+44 (0) 20 7379 5151; or Mackenzie Partners (Information Agent), Daniel Burch,
Charles A. Koons, Robert C. Marese, Tel: + 1 212 929 5500 (Collect) or +1 800
322 2885 (Toll Free)
 
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