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Royalty Pharma Statement Regarding Elan Proposal
Date:3/6/2013

is trading on a 6.8x 2015E projected earnings per share multiple[9]. The Proposal Price represents 30.6x Elan's 2015E Broker Projected Earnings Per Share. Were the Valeant or Jazz multiples referenced above to be applied to Elan's 2015E Broker Projected Earnings Per Share, they would imply a share price of US$3.15 and US$2.44 respectively. Equally, if the Proposal Price were divided by the Valeant or Jazz multiples referenced above respectively, the resulting implied earnings per share would be US$1.26 or US$1.62 respectively, both materially higher than Elan's 2015E Broker Projected Earnings Per Share of US$0.36.

Were Elan to distribute its net cash and the share price declined proportionally, the implied 2015E earnings per share multiple at the Proposal Price would be 16.7x[10], still materially above the corresponding multiples of Jazz or Valeant.

Elan management's strategy and the risks associated with itRoyalty Pharma believes that there are a number of significant risks associated with Elan's new business plan, many of which were identified in the Proposal Announcement. In particular, Royalty Pharma believes that each new investment made by Elan will be scrutinized to ascertain near-term value creation potential, thereby increasing the volatility in Elan Stock.

Royalty Pharma believes that these risks were demonstrated by Elan's February 6, 2013 announcement of the Tysabri Transaction, as well as by the change of heart evident in Elan's recent statements, following the receipt of Royalty Pharma's Proposal.

The day of the announcement of the Tysabri Transaction

On February 6, 2013, the day of the announcement of the Tysabri Transaction, Royalty Pharma believes that Elan revealed its true colors during the Tysabri Conference Call[11].

Elan stated that it would use "a majority of" the Tysabri Consideration for acquisitions in statements which Royalty Pharma believes were unclear and unfocused. Elan's statements
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SOURCE RP Management, LLC
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