Irish Takeover Panel Announcement
Elan Corporation, plc (“Elan”)
Echo Pharma Acquisition Limited (“Royalty Pharma”)
1. On 31 May 2013 Royalty Pharma filed a proxy statement with the US Securities and Exchange Commission. The Panel has ruled that the proxy statement did not comply fully with certain of the disclosure requirements under the Takeover Rules. Consequently, the Panel is requiring Royalty Pharma to amend the proxy statement and to despatch a copy of it to Elan shareholders.
2. The Panel has considered submissions from both Royalty Pharma and Elan in relation to an application by Royalty Pharma to amend the conditions of its revised offer. In its revised offer document dated 23 May 2013, Royalty Pharma stated that it will lapse the offer if the Theravance Transaction or any of the Other Transactions (as defined in the offer document) is approved by Elan shareholders at the Elan EGM on 17 June 2013. Royalty Pharma subsequently sought Panel consent not to be required to lapse the revised offer in the event that either or both of the “ELND005 Resolution” and the “Share Repurchase Resolution” (each as defined in the Elan EGM circular dated 27 May 2013) is so approved.
Having considered the matter, the Panel decided not to grant consent to Royalty Pharma to amend the terms of its revised offer on the basis set out above. Therefore, in the event that Elan shareholders vote in favour of the Theravance Transaction or any of the Other Transactions, Royalty Pharma will be obliged to lapse its revised offer.