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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.
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 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. |