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

8pt">Current
Enterprise
ValueProposal
Enterprise
Value
Price of Elan Stock

US$10.35

US$11.00Total voting rights[12]

595.3

595.3Dilution from options and restricted stock units[13]

6.3

6.7Fully diluted shares outstanding601.6602.0 


Table 3 - Elan net cash position (US$m unless stated)Net cashCash and cash equivalents

431.3Proceeds from sale of Alkermes Shares[14]

169.7Restricted cash and cash equivalents —current

2.6Long-term debt

(600.0)Janssen AI funding commitment[15]

(93.2)Restructuring accruals

(27.6)Accrued transaction costs

(12.5)Cambridge Collaboration termination[16]

(8.0)Unfunded pension liability[17]

(39.1)Value of Prothena stake[18]

19.1Proceeds to come from Tysabri Transaction[19]

3,249.0Net cash pro forma for Tysabri Transaction3,091.4Note: Where not otherwise cited, figures are extracted from Elan's balance sheet as at December 31, 2012 and are sourced from Elan's 20-F SEC filing on February 12, 2013 for the financial year ended December 31, 2012

[11] The closing share price of Elan ADS's on the New York Stock Exchange on February 15, 2013.

[12] Sourced from Elan's Total Voting Rights announcement filed on January 31, 2013 and adjusted for restricted stock units vested thereafter.

[13] Dilutive impact calculation based on the treasury share method.

[14] Per Alkermes plc (ALKS) 13-D SEC filing on February 6, 2013.

[15] Elan's remaining funding commitment to Janssen AI as at February 2013 as disclosed in Elan's 20-F SEC filing on February 12, 2013.

[16] Extracted from Elan's 20-F SEC filing on February
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SOURCE Royalty Pharma
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