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This excerpt taken from the ELN 6-K filed Oct 29, 2009. DUBLIN, IRELAND -- (BUSINESS WIRE) --
October 29, 2009 -- Elan Corporation, plc (NYSE: ELN) ("Elan") today
announced the expiration and final results of the tender offer for the 7¾%
Senior Fixed Rate Notes due 2011 (CUSIP No. 284138AC8) (the “Notes”) issued by
its wholly-owned subsidiaries, Elan Finance public limited company and Elan
Finance Corp. (the “Co-Issuers”). The tender offer expired on October
28, 2009, at 11:59 p.m., New York City time (the "Expiration
Date").
On
October 14, 2009, the Co-Issuers made a payment in cash for all Notes tendered
prior to 11:59 p.m., New York City time, on October 13, 2009 (the "Early Tender
Date"). As of the Early Tender Date, the Co-Issuers had received tenders in
respect of $783.9 million aggregate principal amount of Notes, representing
approximately 92.23% of the outstanding Notes, all of which were accepted for
purchase. The holders of such Notes received total consideration of $1,019.38
per $1,000 of principal amount tendered. The total consideration included an
early tender premium of $30.00 per $1,000 principal amount of Notes tendered.
The total cash payment to purchase such Notes, including accrued and unpaid
interest up to, but not including, the early payment date, was approximately
$824.3 million.
Between
the Early Tender Date and the Expiration Date, the Co-Issuers received tenders
in respect of $3.3 million aggregate principal amount of Notes, all of which
have been accepted for purchase by the Co-Issuers. The holders of such Notes
were entitled to receive consideration of $989.38 per $1,000 of principal amount
tendered. The total cash payment to purchase such Notes, including accrued and
unpaid interest up to, but not including, the final payment date, was
approximately $3.4 million. Such payment is expected to be made on or about
October 29, 2009.
A total
of approximately $62.8 million in aggregate principal of the Notes remains
outstanding.
The terms
and conditions of the tender offer, including the Co-Issuers’ obligation to
accept the Notes tendered and pay the purchase price therefor, are set forth in
the Co-Issuers’ Offer to Purchase dated September 29, 2009. Pursuant
to the terms of the tender offer, Notes not tendered in this tender offer remain
outstanding, and the terms and conditions governing the notes, including the
covenants and other provisions contained in the indenture governing the Notes,
will remain unchanged. From time to time, the Co-Issuers, Elan or its
subsidiaries may acquire Notes that were not tendered or purchased in the tender
offer through open market purchases, privately negotiated transactions, tender
offers, exchange offers or otherwise,
upon such terms and at such prices as the Co-Issuers, Elan or its subsidiaries
may determine, which may be more or less than the price to be paid pursuant to
the tender offer and could be for cash or other consideration. Alternatively,
the Co-Issuers may, subject to certain conditions, repurchase any or all of the
Notes not purchased pursuant to the tender offer at any time we are permitted to
do so under the respective indentures governing the Notes.
Morgan
Stanley & Co. Incorporated is serving as the dealer manager for the tender
offer. D.F. King & Co., Inc. is serving as the information agent and the
depositary.
Neither
Elan, its board of directors, the Co-Issuers, the information agent and
depositary nor the dealer manager made any recommendation as to whether holders
of the Notes should have tendered or refrained from tendering the
Notes.
This
announcement does not constitute an offer to purchase or a solicitation of an
offer to sell securities. The tender offer was made solely by means of the offer
to purchase. In any jurisdiction where the laws require a tender offer to be
made by a licensed broker or dealer, the tender offer will be deemed to have
been made on behalf of the Co-Issuers by the dealer manager, or one or more
registered brokers or dealers under the laws of such jurisdiction.
About
Elan
Elan
Corporation, plc is a neuroscience-based biotechnology company committed to
making a difference in the lives of patients and their families by bringing
innovations in science to fill significant unmet medical needs. Elan shares
trade on the New York and Dublin Stock Exchanges. For additional information
about the company, please visit http://www.elan.com.
This
press release is neither an offer to purchase nor an invitation of an offer to
sell securities. The tender offer was made only by, and pursuant to, the terms
of the Offer to Purchase and related documents. The tender offer was not made to
holders of the Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the tender offer to be made by a licensed broker or dealer, the
tender offer will be deemed to have been made on behalf of the Co-Issuers by the
dealer manager, or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
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, or
the offer of securities to which it relates is made 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 and the tender offer described herein are 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.
This
press release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. 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. 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, 2008, and in
its Reports of Foreign Issuer on Form 6-K filed with the SEC. Elan assumes no
obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise. |