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Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty



   Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty

Ordinary Shareholders Urged to Vote AGAINST All Four Proposals Today to Allow
Royalty Pharma's Offer of $13 per Share Plus an up to $2.50 CVR to Move
Forward

Royalty Pharma Believes Sudden Sales Process Announced by Elan Friday, After
Not Engaging with Royalty Pharma's Bid for Four Months, is a Clear Frustrating
Tactic

PR Newswire

NEW YORK, June 14, 2013

NEW YORK, June 14, 2013 /PRNewswire/ -- Royalty Pharma notes today's
announcement by Elan Corporation, plc (NYSE: ELN) that it intends to explore a
sale of the Company. Royalty Pharma believes it to be a clear frustrating
tactic that offers shareholders no certainty that a deal will ever be reached.
Royalty Pharma calls on holders of ordinary shares to vote today AGAINST all
four resolutions up for consideration at Elan's EGM on Monday June 17 in order
to preserve Royalty Pharma's formal offer for Elan.

In response to the announcement of a sales process, Royalty Pharma issued the
following statement:

"Elan shareholders should realize that Elan has only announced a sale process
because of Royalty Pharma's offer," said Pablo Legorreta, chief executive
officer of Royalty Pharma.  "We note, however, that:

  o neither Elan nor any of its four financial advisers has contacted Royalty
    Pharma, 
  o there can be no assurance that any sale process that is conducted will be
    fair and realistic,
  o there can be no assurance that any proposal to acquire Elan will be
    presented to Elan Shareholders, and
  o given that Royalty Pharma's offer of $13 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.'

The only thing that is certain for Elan shareholders is Royalty Pharma's
formal offer of $13 per share plus an up to $2.50 CVR. If shareholders want to
have the option to choose between Royalty Pharma's offer or a sales process,
they should vote against all four of Elan's proposals, especially the Share
Repurchase Program."

What remains clear is that Royalty Pharma has put forth a highly compelling
offer of $13 per share in cash and a CVR worth up to $2.50 per share that
offer shareholders an attractive premium of 56% to 97% (including the maximum
aggregate amount payable under the CVRs) to the Undisturbed Elan Enterprise
Value.  If shareholders do not vote AGAINST all four proposals then this
highly compelling offer may be forced off the table.  The only way to keep
pressure on Elan is to ensure that Royalty Pharma's offer does not lapse (is
withdrawn). 

IF YOU HAVE VOTED FOR THE ELND005 TRANSACTION (ITEM 3) AND / OR THE SHARE
REPURCHASE PROGRAM (ITEM 4) BUT WANT ROYALTY PHARMA'S OFFER FOR ELAN SHARES TO
PROCEED, 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 MONDAY 17 JUNE 2013, INCLUDING THE
ELND005 TRANSACTION AND THE SHARE REPURCHASE PROGRAM.

Elan ordinary shareholders should be aware that:

  o If any of the transactions, including the ELND005 Transaction (Item 3) or
    Share Repurchase Program (Item 4) are approved by Elan Shareholders on
    Monday, June 17, Royalty Pharma's offer will lapse (be withdrawn) absent a
    change in the Panel's decision.
  o If Royalty Pharma's offer lapses (is withdrawn), Irish Takeover Rules may
    prevent Royalty Pharma from making another unsolicited offer for 12
    months.
  o Holders of Elan Ordinary Shares have until 10:00 a.m. Irish time on
    Saturday, June 15 to vote their proxies through Computershare (Ireland).
  o Shareholders needing assistance in voting are urged to contact:

       o Investec (Tommy Conway / Jonathan Simmons - Dublin, Tel: +353 (0)1
         611 5611), Royalty Pharma's financial adviser,
       o or MacKenzie Partners, Royalty Pharma's proxy solicitor (Bob Marese /
         Charlie Koons – New York - +1 212 929 5500).

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.

ENQUIRIES
Royalty Pharma
Pablo Legorreta
George Lloyd
Tel: +1 212 883 2275

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)

BofA Merrill Lynch (financial adviser)
Philip Noblet / Peter Luck / Geoff Iles (London, Tel: +44 (0) 20 7996 1000)

Investec (financial adviser)
Tommy Conway / Jonathan Simmons (Dublin, Tel: +353 (0)1 611 5611)

Abernathy MacGregor (PR adviser)
Tom Johnson / Chuck Burgess
Tel: +1 212 371 5999

Maitland (PR adviser)
Tom Buchanan
Tel: +44 (0) 20 7379 5151

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)

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
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