Royalty Pharma urges U.S. court to let Elan bid proceed

NEW YORK, June 9 Sun Jun 9, 2013 4:15pm EDT

NEW YORK, June 9 (Reuters) - Investment partnership Royalty Pharma on Sunday urged a federal court in New York to allow it to proceed with a potential $8 billion bid for Irish drug company Elan Corp.

In a brief submitted in advance of a Tuesday hearing in U.S. District Court in Manhattan, Royalty Pharma said that on Friday it provided the additional disclosures about its bid that Elan had said were missing when the target company obtained a temporary block against Royalty from the court last week.

Royalty Pharma on Friday raised its hostile bid for Elan for the third time in five months. Royalty is now offering $13 cash per share, up from $12.50, plus a new contingent value right (CVR) clause that could mean an additional $2.50 per share if Elan's multiple sclerosis drug Tysabri hits certain sales milestones.

Royalty Pharma said in the new filing that it had made clear to Elan on Friday that it intends to acquire all of Elan's shares, replace its directors and then look toward layoffs and sales of Elan's interests in drugs that are still in research and development.

A spokesman for Elan had no immediate comment.

Elan last week won a temporary order from the U.S. court against Royalty Pharma's bid after arguing that Royalty might stop its tender after receiving just one more share than 50 percent and then take control and leave the rest of Elan's investors short of information and power over Royalty's plans.

The hearing scheduled for Tuesday is over Elan's request from the same court for an injunction against Royalty Pharma's bid. Elan is also fighting Royalty in court in Ireland.

Elan has also moved to restructure itself with transactions including asset purchases, a drug spinoff and a share buyback and has scheduled a shareholder vote for June 17 over the transactions. Royalty Pharma has said its offer is off if shareholders approve the deals.

The fight between the two companies began in February after Elan announced it had sold its 50 percent interest in multiple sclerosis drug Tysabri for $3.25 billion plus future royalty payments. Royalty Pharma made its first bid for Elan on Feb. 26, offering $11 per share.

The case is Elan Corporation PLC v. RP Management LLC, et al, U.S. District Court, Southern District of New York, No. 13-3758.

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