(Elan corrects statement to show share price has almost
trebled, not more than trebled since Schuler's resignation
announced, para 13)
DUBLIN, June 12 U.S.-based Royalty Pharma
sought to have an appeal heard next week over
conditions attached to its hostile bid for Irish drug firm Elan
that threaten to scupper the $8 billion deal.
Royalty received a blow in its battle to take over Elan last
week when Ireland's Takeover Panel ruled that the investment
firm could not revise the terms of its offer, meaning it could
become null and void at an Elan shareholder meeting on Monday.
Royalty, which had a third increased bid rejected by Elan's
board this week, had made its offer contingent on Elan
shareholders rejecting resolutions at the meeting, in a bid to
stop the Dublin-based firm finalising a series of defensive
However after Elan said only two of the four resolutions
concerned the deals, Royalty sought to change its conditions.
The panel's rejection means its bid will lapse if shareholders
back either of the other two uncontentious resolutions - a share
buyback and a drug spin-off aimed at cutting operating costs.
Royalty contends that the ruling deprives Elan shareholders
of a fair opportunity to consider its bid and lawyers for the
firm asked Ireland's commercial court to hear an appeal on the
ruling next Wednesday.
With shareholders set to meet two days before that, Royalty
asked that the takeover panel's ruling be frozen in the meantime
and the court agreed to sit again on Thursday to consider
whether or not to put a stay on proceedings.
Elan, which has been resisting the advances of its suitor
for more than three months, opposed the move.
Elan's shares were 3.4 percent lower at $13.10 in
New York at 2040 GMT.
Royalty's latest bid offers $13 in cash per share - compared
with a previous $12.50 - and added a clause known as a
contingent value right (CVR) that could add a further $2.50 per
share if blockbuster drug Tysabri hits certain sales milestones.
The battle between the pair has become increasingly bitter
in recent weeks, involving court hearings, injunctions and a war
of words, and a former dissident director of Elan weighed in on
Wednesday with a stinging attack on the company's strategy.
In a letter published in the Financial Times Jack Schuler
said he had no confidence Elan chief executive Kelly Martin was
acting in shareholders' interests.
Nominated to the board in June 2009, former activist
shareholder Schuler and fellow dissident director Vaughn Bryson
quit 15 months later after they failed in a challenge to Elan's
transparency and corporate governance.
Elan rejected Schuler's remarks and noted in a statement
that its share price had almost trebled since the company
announced in September 2010 that Schuler had expressed a desire
to resign from the board.
(Reporting by Sarah O'Connor and Padraic Halpin; Editing by
Elaine Hardcastle and Andrew Hay)