Elan Corporation, plc ("Elan”) (NYSE: ELN) announced today that it will
redeem all of the Senior Notes due 2016 issued on October 2, 2009 (the
"2009 Notes”) and Senior Notes due 2016 issued on August 17, 2010 (the
"2010 Notes” and, together with the 2009 Notes, the "Notes”) of its
wholly owned subsidiaries, Elan Finance public limited company and Elan
Finance Corp. (the "Co-Issuers”), that remain outstanding following the
completion of the Co-Issuers’ previously announced tender offer to
purchase any and all of the outstanding Notes (the "Tender Offer”). The
Tender Offer is made pursuant to an Offer to Purchase and Consent
Solicitation Statement (the "Offer to Purchase and Consent Solicitation
Statement”), dated September 24, 2012, and will expire at 11:59 p.m.,
Eastern Time, on October 22, 2012, unless the Tender Offer is extended
or earlier terminated (the "Expiration Date”). Notes in an aggregate
principal amount of $624.5 million are currently outstanding.
The Notes are redeemable at the Co-Issuers’ option at a redemption price
equal to 108.750% of the outstanding principal amount (i.e.,
$1,087.50 per $1,000 principal amount of the Notes), plus an amount
equal to $3.89 per $1,000 principal amount, which represents the accrued
but unpaid interest from October 15, 2012, the most recent interest
payment date of the Notes, to October 31, 2012. The redemption is
expected to occur on October 31, 2012.
Under the terms of the Tender Offer, holders of the Notes who validly
tender and do not withdraw their Notes prior to 11:59 p.m., Eastern
Time, on October 5, 2012 (as such time and date may be extended, the
"Consent Payment Deadline”) and whose Notes are accepted for purchase,
will receive the "Total Consideration,” which is equal to (i) $1,053.34
per $1,000.00 principal amount of Notes validly tendered (the "Tender
Offer Consideration”) plus (ii) a consent payment of $40.00 per
$1,000.00 principal amount of Notes validly tendered. Holders of Notes
who validly tender their Notes after the Consent Payment Deadline but on
or before the Expiration Date, and whose Notes are accepted for
purchase, will receive only the Tender Offer Consideration. In addition
to the Total Consideration or the Tender Offer Consideration, holders
whose Notes are accepted in the Tender Offer will receive accrued and
unpaid interest from and including the most recent interest payment
date, and up to, but excluding, the applicable settlement date.
Elan Corporation, plc is a neuroscience-based biotechnology company
committed to making a difference in the lives of patients and their
families by dedicating itself to bringing innovations in science to fill
significant unmet medical needs that continue to exist around the world.
Elan shares trade on the New York and Irish Stock Exchanges. For
additional information about the Company, please visit www.elan.com.
Safe Harbor/Forward-Looking Statements
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other security and
shall not constitute an offer, solicitation or sale in any jurisdiction
in which, or to any persons to whom, such offering, solicitation or sale
would be unlawful.
The information contained in this press release is not for
publication or distribution in Canada, Australia or Japan and does not
constitute an offer of securities for sale in Canada, Australia or Japan.
In the United Kingdom, this press release is directed only at (i)
Persons who have professional experience in matters relating to
investments falling within Article 19(1) of The Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii)
High Net Worth Entities falling within Article 49(2) of The Order and
(iii) persons to whom it would otherwise be lawful to distribute it (all
such persons together being referred to as "Relevant Persons").
In addition, if and to the extent that this press release is
communicated in any EEA member state that has implemented Directive
2003/71/EC (together with any applicable implementing measures in any
member state, the "Prospectus Directive”), this press release is only
addressed to and directed at persons in that member state who are
qualified investors within the meaning of the Prospectus Directive (or
who are other persons to whom the offer may lawfully be addressed) and
must not be acted on or relied on by other persons in that member state.
This press release does not constitute a prospectus within the meaning
of the Prospectus Directive. This press release constitutes an
advertisement for the purposes of the Irish Prospectus (Directive
2003/71/EC) Regulations 2005 (as amended).
This press release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, regarding, among other things, the completion of the Tender
Offer and Consent Solicitation.
You can identify these statements
by the fact that they use words such as "expect”, "estimate”, and
"intend” and other words and terms of similar meaning in connection with
any discussion of future events.
Factors that could affect
whether the Tender Offer and Consent Solicitation is completed include,
among other things, uncertainties related to corporate debt securities
generally, the securities of biotechnology companies generally and
Elan’s debt securities in particular.
A further list and
description of risks, uncertainties and other matters can be found in
Elan’s Annual Report on Form 20-F for the fiscal year ended December 31,
2011 and in its Reports of Foreign Issuer on Form 6-K furnished to the
Securities and Exchange Commission.
Elan assumes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE: Elan Corporation, plc: