This excerpt taken from the ELN 6-K filed Oct 14, 2009.
DUBLIN, Oct. 14, 2009 -- (BUSINESS WIRE) -- Elan Corporation, plc (NYSE:ELN) ("Elan") today announced the results as of the early tender date 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”).
As of 11:59 p.m., New York City time, on October 13, 2009, 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 have been accepted for purchase. The holders of the accepted Notes will be entitled to receive total consideration of $1,019.38 per $1,000 of principal amount tendered. The total consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes tendered.
The total cash payment to purchase the Notes, including accrued and unpaid interest up to, but not including, the early payment date, is approximately $824.3 million. Such payment is expected to be made on or about October 14, 2009. Holders who have not already tendered Notes may continue to do so at any time at or prior to 11:59 p.m. New York City time, on October 28, 2009, unless the Co-Issuers extend or earlier terminate the tender offer. However, such holders will not be entitled to receive any early tender premium, except in the case of any Notes that were tendered prior to 11:59 p.m., New York City time, on October 13, 2009, and which are ultimately accepted for purchase. Withdrawal rights for the tender offer have expired. Accordingly, holders may not withdraw any Notes previously or hereafter tendered, except as contemplated in the Co-Issuers’ Offer to Purchase dated September 29, 2009.
The terms and conditions of the tender offer, including the Co-Issuer’s obligation to accept the Notes tendered and pay the purchase price therefor, are set forth in the Offer to Purchase. The Co-Issuers may amend, extend or, subject to certain conditions, terminate the tender offer, in their sole discretion.
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 make any recommendation as to whether holders of the Notes should tender or refrain 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 is being 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 be 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.
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 Irish 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 will be made only by, and pursuant to, the terms of the Offer to Purchase and related documents. The tender offer is not being 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 be 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.