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Royalty Pharma Announces Proposal To Acquire Elan
Date:2/25/2013

y one of them;"Elan Stock"

Elan Shares and/or Elan ADS;"Irish Takeover Rules"

the Irish Takeover Panel Act 1997, Takeover Rules 2007 (as amended);"J.P. Morgan"

J.P. Morgan Securities LLC;"Large Cap Biotech Companies"

Amgen Inc., Biogen, Celgene Corporation and Gilead Sciences, Inc.;"Offer Period"

the period commencing on the date of this announcement and ending on such date as the Irish Takeover Panel may decide or the Irish Takeover Rules dictate;"Proposal Enterprise Value"

the enterprise value of Elan implied by the Proposal, calculated by Royalty Pharma in accordance with Appendix II;"Prothena"

Prothena Corporation plc;"SEC"

Securities and Exchange Commission;"Specialty Pharma Companies"

Alkermes plc, Allergan, Inc., Cubist Pharmaceuticals, Inc., Endo Health Solutions Inc., Forest Laboratories, Inc., Jazz Pharmaceuticals plc, The Medicines Company, Salix Pharmaceuticals, Ltd., Shire plc, Valeant Pharmaceuticals International, Inc and Warner Chilcott Plc;"Tysabri Royalty"

the royalty on Tysabri payable by Biogen to Elan Group following the completion of the Tysabri Transaction; and"Tysabri Transaction"

the transaction between Elan and Biogen in relation to the restructuring of Elan's Tysabri collaboration with Biogen which was announced by Elan on February 6, 2013.  APPENDIX II: Calculation of Current Enterprise Value and Proposal Enterprise ValueTable 1 - Enterprise Value (US$m unless stated)Current
Enterprise
ValueProposal
Enterprise
ValuePrice of Elan Stock

US$10.35[11]US$11.00Fully diluted number of Elan Stock outstanding (m) – Table 2

601.6

602.0Market capitalization

6,226.9

6,622.4Elan net cash – Table 3

3,091.4

3,091.4Enterprise value3,135.53,531.0 Table 2 – Fully diluted shares (m unless stated)

SOURCE Royalty Pharma
Copyright©2012 PR Newswire.
All rights reserved

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