Elan Initiates Formal Sale Process of Company

Elan announcedon June 14, 2013, that it is proceeding with a formal sale process of the company and will invite Royalty Pharma, who had madean earlier $8-billion unsolicited takeover bid for the company to participate if Royalty Pharma wishes. On June 17, Elan shareholders voted in favor of a proposal to buy back $200 million in shares using the proceeds of Elan's sale of its share of multiple-sclerosis drug Tysabri (natalizumab). In response, Royalty Pharma withdrew its request for a judicial review of the Irish Takeover Panel’s decision requiring it to lapse its offer if Elan shareholders approved the share-repurchase program.

Although Elan shareholders approved the share repurchase at the company’s extraordinary general meeting held on June 17, they voted down three other transactions: a $1-billion deal with the US pharmaceutical company Theravance that was announced in May 2013; a proposed EUR-263.5 million ($350-million) acquisition of AOP Orphan Pharmaceuticals, a Vienna-based pharmaceutical company focused on rare and orphan diseases; and the divesture of Elan’s ELND005, a drug in clinical development for treating separate indications of Alzheimer's disease and bipolar disease to Speranza Therapeutics. In the proposed Theravance deal, Elan would have paid $1 billion in a royalty-participation agreement in which Elan would receive a 21% stake in potential future royalty payments related to four respiratory programs in which Theravance is partnered with GlaxoSmithKline.