Royalty Pharma has informed Elan Corporation, plc (ELN) stockholders about the consequences arising from the results of the Elan Extraordinary General Meeting or EGM earlier.
Royalty Pharma said, as the Share Repurchase Resolution has been passed at the Elan EGM earlier today, Royalty Pharma's Offer for Elan has lapsed in accordance with its terms, subject to the outcome of the certain proceedings and any consequent decision of the Irish Takeover Panel that enables the Offer to be effective to the extent that it would have been had it not been obliged to lapse by virtue of the Share Repurchase Resolution being passed.
As stated in the Further Revised Offer Document issued by Royalty Pharma dated 10 June 2013, Royalty Pharma had requested permission from the Irish Takeover Panel to amend its Offer to the effect that it would not be obliged to lapse (withdraw) the Offer in the event that the ELND005 Transaction and / or the Share Repurchase Program were approved at the Elan EGM.
On 6 June 2013, the Irish Takeover Panel ruled that Royalty Pharma would be required to lapse the Offer in the event that the ELND005 Transaction and / or the Share Repurchase Program were approved at the Elan EGM.
On 11 June 2013, Royalty Pharma issued proceedings seeking a judicial review of the Panel Decision. Royalty Pharma said it sought a variety of reliefs in the Proceedings, including orders from the Irish High Court to quash the Panel Decision and to remit to the Irish Takeover Panel the issue of whether Royalty Pharma should be permitted to amend the terms of the Offer. The Irish Takeover Panel has stated that it will oppose the reliefs sought by Royalty Pharma in the Proceedings, as has Elan, which is a notice party to the Proceedings. The Proceedings are listed for hearing in the Irish High Court commencing on 19 June 2013.
Royalty Pharma said Elan Stockholders can continue to execute and deliver Further Revised Acceptance Documents in accordance with the Further Revised Offer Document and those Further Revised Acceptance Documents will, subject to the outcome of the Proceedings and the ultimate decision of the Irish Takeover Panel, be received and dealt with by Royalty Pharma in the same manner as if the Offer had not lapsed.
Royalty Pharma also noted Elan Stockholders should however be aware that, in the absence of a decision of the Irish Takeover Panel such as is described above, such execution and delivery of Further Revised Acceptance Documents will not create a contract binding on the Elan Stockholders or Royalty Pharma.
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