Elan Corporation plc

Wednesday, 3 April 2013

Irish Takover Panel Announcement

 Elan Corporation plc (“Elan”)

 RP Management, LLC (“Royalty Pharma”)


On 25 February 2013 Royalty Pharma announced that it had on 20 February made an indicative proposal to Elan to acquire the entire issued share capital of Elan.  The announcement constituted a possible offer announcement pursuant to Rule 2.4 of the Takeover Rules and contained inter alia a number of pre-conditions to the making of an offer by Royalty Pharma including Royalty Pharma being granted access to and completion of satisfactory due diligence into the business of Elan.  In announcements released on 25 February and 6 March Elan stated inter alia that the Royalty Pharma proposal was an indication of interest, was highly conditional and may or may not lead to an offer being made for Elan.

Following representations made by Elan and its advisors, and correspondence with the advisors to both Royalty Pharma and Elan, the Panel has ruled that, except with the consent of the Panel, Royalty Pharma must by 5.00 p.m. on 10 May 2013 or by 5.00 p.m. on the tenth business day following settlement of the purchase of shares under the Elan tender offer announced on 8 March, 2013 and which is expected to close on 18 April, 2013, whichever is the later, either announce an offer for Elan under Rule 2.5 of the Takeover Rules or announce that it will not proceed with an offer for Elan. Currently, settlement of the Elan tender offer is expected to take place by 25 April 2013.

Following settlement of the Elan tender offer the Panel will make a further announcement solely for the purpose of specifying the precise date applicable to the aforementioned Panel ruling. In the absence of any change in the timetable in respect of the tender offer, this date will be 10 May, 2013. Elan has confirmed that no change in the tender offer timetable is expected.

In the event that Royalty Pharma announces that it will not proceed with an offer for Elan it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Takeover Rules for 12 months from the date of such announcement.



                                                                                                                      3 April, 2013