DUBLIN--(BUSINESS WIRE)--Oct. 23, 2012--
Elan Corporation, plc (“Elan”) (NYSE: ELN) announced today the
expiration and final results of the cash tender offer and consent
solicitation (the “Tender Offer and Consent Solicitation”), commenced on
September 24, 2012, by its wholly-owned subsidiaries, Elan Finance
public limited company (“Elan Finance”) and Elan Finance Corp. (“Elan
Corp.” and together with Elan Finance, the “Co-Issuers”), to purchase
any and all of their outstanding 8.75% Senior Notes due 2016 issued on
October 2, 2009 (the “2009 Notes”) and 8.75% Senior Notes due 2016
issued on August 17, 2010 (the “2010 Notes” and, together with the 2009
Notes, the “Notes”). The tender offer expired on October 22, 2012, at
11:59 p.m., New York City time (the "Expiration Date").
On October 9, 2012 (the “Early Settlement Date”), the Co-Issuers made a
payment in cash for all Notes tendered prior to 11:59 p.m., Eastern
time, on October 5, 2012 (the “Consent Payment Deadline”). As of the
Consent Payment Deadline, the Co-Issuers had received tenders and
consents in respect of (i) $439.5 million aggregate principal amount of
2009 Notes, representing approximately 93.10% of the outstanding
aggregate principal amount of the 2009 Notes, and (ii) $141.3 million
aggregate principal amount of 2010 Notes, representing approximately
92.69% of the outstanding aggregate principal amount of the 2010 Notes,
all of which were accepted for purchase. The holders of the accepted
Notes received total consideration of $1,093.34 per $1,000 of principal
amount tendered, which amount included a consent payment of $40.00 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 Settlement Date, was approximately $659.5
As of the Consent Payment Deadline, Elan also received consents from
holders representing a majority in aggregate principal amount
outstanding of each of the 2009 Notes and the 2010 Notes to adopt the
proposed amendments to the indentures governing each of the 2009 Notes
and the 2010 Notes. On the Early Settlement Date, Elan and the
Co-Issuers entered into supplemental indentures effecting the proposed
amendments with respect to each series of Notes.
Between the Consent Payment Deadline and the Expiration Date, the
Co-Issuers did not receive tenders of any Notes.
A total of (i) approximately $32.6 million in aggregate principal of the
2009 Notes remains outstanding and (ii) approximately $11.1 million in
aggregate principal of the 2010 Notes remains outstanding. Pursuant to a
notice of redemption previously delivered to holders of the Notes, on
October 31, 2012 (the “Redemption Date”), the Co-Issuers will redeem any
such Notes that remain outstanding following the Tender Offer and
Consent Solicitation at a redemption price equal to 108.75% of their
face amount, plus accrued and unpaid interest from and including the
most recent interest payment date, and up to, but excluding, the
The terms and conditions of the Tender Offer and Consent Solicitation
are set forth in the Co-Issuers' Offer to Purchase and Consent
Solicitation Statement dated September 24, 2012.
This press release does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing the Notes, nor
does it constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
Morgan Stanley is acting as Dealer Manager for the Tender Offer and
Consent Solicitation. Questions regarding the Tender Offer and Consent
Solicitation may be directed to Morgan Stanley at (800) 624-1808 (toll
free) or (212) 761-1057 (collect). Requests for documents relating to
the Tender Offer and Consent Solicitation may be directed to D.F. King &
Co., Inc., the Information Agent, at (800) 431-9645 or (212) 269-5550
(banks and brokers).
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.
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).
Source: Elan Corporation, plc
Ph: + 353-1-709-4022