Key Developments: Elan Corporation PLC (ELN.I)

ELN.I on Irish Stock Exchange

9.52EUR
24 May 2013
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Latest Key Developments (Source: Significant Developments)

Elan Corporation PLC Announces Pricing of $850 Million in Aggregate Principal Amount of Senior Notes Due 2021
Thursday, 23 May 2013 04:27pm EDT 

Elan Corporation PLC announced that the pricing of the offering of $850 million aggregate principal amount of 6.250% Senior Notes due 2021 (the "Notes") by its wholly-owned subsidiaries, Elan Finance public limited company and Elan Finance Corp. The Notes will be issued at par. The offering is expected to close on May 31, 2013, subject to customary closing conditions. The Notes will be fully and unconditionally guaranteed by Elan and certain of its existing and future subsidiaries. The net proceeds of the Notes offering (plus an amount that would accrue on the Notes through a specified date) will be deposited into escrow pending the closing of Elan`s previously announced (May 13, 2013) pending royalty participation transaction with Theravance, Inc. (the "Theravance Transaction"). Upon release of the net proceeds from escrow, Elan intends to use those net proceeds for general corporate purposes, including working capital requirements, capital expenditures, acquisitions and share repurchases. If the closing of the Theravance Transaction does not occur on or prior to the escrow end date, the escrow proceeds will be used to redeem the Notes in full at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest from the issue date of the Notes to, but excluding, the redemption date. The closing of the Theravance Transaction is not subject to any material conditions, other than timely approval of Elan`s shareholders.  Full Article

Elan Corporation PLC Rejects Latest Royalty Pharma Approach-WSJ
Thursday, 23 May 2013 01:06pm EDT 

The Wall Street Journal reported that Elan Corporation PLC rejected the most recent approach by New York based pharmaceutical investor Royalty Pharma AG, which values the Company at around $6.4 billion. In a statement on May 23, 2013, Elan said Royalty's most recent $12.50 a share offer substantially undervalues the Company. Elan's strongly worded rejection came just hours after Royalty said it was lowering the threshold for investor acceptances of its offer to 50% plus one share, from an earlier 90%. Lowering the acceptance threshold for investors during takeover battles typically encourages short-term shareholders such as hedge funds many of whom will buy shares from strategic investors to buy shares in the hope of making a quick profit. Royalty has criticized Elan for overpaying in a recent deal with San Francisco-based biopharma firm Theravance Inc. (THRX) that gives it potential royalties from four respiratory drugs if they are cleared by regulators.  Full Article

Royalty Pharma Increases Elan Corporation PLC Offer To $12.50 A Share-DJ
Monday, 20 May 2013 11:57am EDT 

Dow Jones reported that Royalty Pharma said that it is increasing its offer for fellow drug company Elan Corp. to $12.50 a share. Increased offer is fully financed, cash confirmed and not conditional on due diligence; $1.00 per. Share net cash right has been eliminated and the increased offer is now all cash. Royalty Pharma has reserved its right to waive down the Acceptance Threshold for the Increased Offer from 90% to 50% plus one Elan Share and will update Elan Stockholders in this regard in the Revised Offer Document.  Full Article

Elan Corporation PLC Announces Proposed Offering Of USD800.0 Million In Aggregate Principal Amount Of Senior Notes Due 2021
Monday, 20 May 2013 02:00am EDT 

Elan Corporation PLC announced that its wholly-owned subsidiaries, Elan Finance public limited company (Elan Finance) and Elan Finance Corp. (Elan Corp. and together with Elan Finance, the Issuers), intend to offer, subject to market conditions, USD800.0 million in aggregate principal amount of Senior Notes due 2021 (the Notes). The Notes will be fully and unconditionally guaranteed by Elan and substantially all of its subsidiaries. The net proceeds of the Notes offering (plus an amount that would accrue on the Notes through a specified date) will be deposited into escrow pending the closing of Elan’s previously announced (May 13, 2013) pending royalty participation transaction with Theravance, Inc. (the Theravance Transaction). Upon release of the net proceeds from escrow, Elan intends to use those net proceeds for general corporate purposes, including working capital requirements, capital expenditures, acquisitions and share repurchases. If the closing of the Theravance Transaction does not occur on or prior to the escrow end date, the escrow proceeds will be used to redeem the Notes in full at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest from the issue date of the Notes to, but excluding, the redemption date. The closing of the Theravance Transaction is not subject to any material conditions, other than timely approval of Elan’s shareholders.  Full Article

Elan Corporation PLC Strikes $1 Billion GlaxoSmithKline Plc Royalty Deal With Theravance Inc-Reuters
Monday, 13 May 2013 02:12am EDT 

Reuters reported that Elan Corporation PLC stepped up its bid to keep its independence by agreeing a $1 billion deal to buy 21% of the royalty that U.S. company Theravance Inc receives from GlaxoSmithKline Plc for its respiratory drugs.  Full Article

Elan Corporation PLC’s Board of Directors Unanimously Reject Royalty Pharma’s Unsolicited Tender Offer
Monday, 22 Apr 2013 01:00am EDT 

Elan Corporation PLC announced that Board of Directors, after careful review and consideration and with the assistance of executive management team as well as outside financial and legal advisors, has determined that privately held investment firm Royalty Pharma's offer, through shell subsidiary Echo Pharma Acquisition Limited, to acquire all of the shares of Elan for $11.25 or less per share, substantially undervalues the Company. The Board will, in accordance with Irish Takeover Rules, communicate with shareholders again following publication of Royalty Pharma's formal Offer Document. In the meantime, Elan shareholders are strongly advised to take no action in relation to the Echo Pharma Acquisition Limited (Royalty Pharma) offer. Elan's financial advisors are Citigroup, Morgan Stanley and Ondra Partners. Legal advisors are A&L Goodbody and Cadwalader, Wickersham and Taft LLP.  Full Article

Royalty Pharma Management LLC Raises Offer For Elan Corporation PLC To $12/Share-DJ
Monday, 15 Apr 2013 07:29am EDT 

Dow Jones reported that Royalty Pharma Management LLC is raising its offer price for Elan Corporation PLC by 23% to $12 per share in cash. Offer Price of up to $12 per Elan Share and Elan ADS, depending on the outcome of the Dutch Auction. Offer Price of $12 per Elan Share will be payable if the Dutch Auction Strike Price is $11.75 or $12. Offer is fully financed, cash confirmed and not conditional on due diligence. A $12.00 Offer Price represents a 23% increase over the enterprise value of Royalty Pharma's initial Proposal.  Full Article

Elan Corporation PLC Closes TYSABRI Collaboration Transaction With Biogen Idec Inc
Wednesday, 3 Apr 2013 02:00am EDT 

Elan Corporation PLC announced the closing of the TYSABRI (natalizumab) Collaboration Transaction with Biogen Idec. The agreement was announced on February 6, 2013. Under the terms of the agreement, Elan has received $3.25 billion in cash and will receive double digit tiered royalty payments, on all indications, for the life of the complete TYSABRI asset. For the first twelve months Elan will receive 12% royalties on in-market sales of TYSABRI, and thereafter, Elan will receive 18% royalties on in-market sales up to $2 billion and 25% royalties on in-market sales exceeding $2 billion. In 2012, in-market sales of TYSABRI were $1.6 billion.  Full Article

Elan Corporation PLC Announces Closing Of TYSABRI Collaboration Transaction With Biogen Idec
Tuesday, 2 Apr 2013 04:30pm EDT 

Elan Corporation PLC announced the closing today of the TYSABRI (natalizumab) Collaboration Transaction with Biogen Idec. The agreement was announced on February 6, 2013. Under the terms of the agreement, Elan has received $3.25 billion in cash and will receive double digit tiered royalty payments, on all indications, for the life of the complete TYSABRI asset. For the first twelve months Elan will receive 12% royalties on in-market sales of TYSABRI, and thereafter, Elan will receive 18% royalties on in-market sales up to $2 billion and 25% royalties on in-market sales exceeding $2 billion. In 2012, in-market sales of TYSABRI were $1.6 billion.  Full Article

Biogen Idec Inc And Elan Corporation, plc Announces Results From Several Studies Of TYSABRI
Tuesday, 19 Mar 2013 03:00am EDT 

Biogen Idec Inc and Elan Corporation, plc announced results from several studies of TYSABRI (natalizumab) that demonstrate its efficacy compared to other multiple sclerosis (MS) treatments, provide additional data supporting anti-JC virus (JCV) antibody status stability, and suggest better outcomes when progressive multifocal leukoencephalopathy (PML) is detected early. These data will be presented at the 65th Annual Meeting of the American Academy of Neurology (AAN) in San Diego. The results indicate that relapses were not only more likely to occur in patients taking IFN and GA, but that they occurred more quickly, when compared to patients taking TYSABRI (hazard ratio 2.73, 95% confidence interval 2.10-3.55, p<0.001). An analysis of data from the longitudinal, observational U.S. study of TYSABRI-treated patients, STRATIFY-1, demonstrates that anti-JCV antibody status remained consistent in 90% of the study population when tested every six months over an 18-month period. Approximately 38% of patients tested consistently negative and 52% tested consistently positive. Results from Biogen Idec’s ongoing research into PML, an infrequent but serious brain infection, suggest that TYSABRI-treated patients who develop PML and are asymptomatic at time of diagnosis may have improved survival and less functional disability compared with patients who are diagnosed when symptomatic.  Full Article

Elan prices $850 million senior notes

DUBLIN, May 24 - Irish drug firm Elan will issue $850 million worth of senior notes at par, the company said on Friday.

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