Sep 29 2009
Elan Corporation, plc ("Elan") today announced that its wholly-owned subsidiaries, Elan Finance public limited company and Elan Finance Corp., are commencing a cash tender offer (the “Tender Offer”) for the outstanding US$850 million in aggregate principal amount of their 7 3/4% senior fixed rate notes due 2011 (the “2011 Fixed Rate Notes”). The Tender Offer is being made pursuant to an Offer to Purchase, dated September 29 2009, and related documents (collectively, the “Tender Documents”), which set forth the complete terms and conditions of the Tender Offer, which conditions include a financing condition. The Tender Offer is made only by and pursuant to the terms set forth in the Tender Documents, and the information in this press release is qualified by reference to the Tender Documents. Subject to applicable law, the issuers may amend, extend or terminate the Tender Offer.
The Tender Offer is for any and all of the 2011 Fixed Rate Notes for a total consideration of $1,019.38 per $1,000 principal amount. This total consideration includes an early tender payment of $30.00 per $1,000 principal amount for holders that tender their 2011 Fixed Rate Notes on or prior to 11:59 p.m., New York City time, on October 13, 2009 (the “Early Tender Date”). Holders will also be entitled to receive accrued and unpaid interest from the last interest payment date prior to the applicable payment date up to, but not including, the applicable payment date. The expiration date for the Tender Offer is 11:59 p.m., New York City time on October 28, 2009 (the “Expiration Date”). Properly tendered 2011 Fixed Rate Notes may be validly withdrawn at any time on or prior to 11:59 p.m. New York City time, on October 13, 2009 but not thereafter. Settlement for the Tender Offer is expected to occur promptly following the Expiration Date. The issuers may, in their sole discretion, accept for purchase prior to the Expiration Date all 2011 Fixed Rate Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date, subject to satisfaction of conditions.
Elan has retained Morgan Stanley & Co. Incorporated to act as the Dealer Manager in connection with the Tender Offer. Any holder that has questions concerning the terms of the Tender Offer may contact Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-5384 (collect).
Documents related to the Tender Offer will only be distributed to holders of the 2011 Fixed Rate Notes. Holders who desire a copy of the documents relating to the Tender Offer should contact D.F. King & Co., Inc., the information agent for the Tender Offer, at (800) 431-9645 or (212) 269-5550.