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

ted with identifying, acquiring, integrating and growing attractive assets in the context of a highly competitive strategic landscape. In the event that the Possible Offer were forthcoming and were to close, Elan Shareholders would be able to reinvest any cash proceeds received for their Elan Stock in other pharmaceutical companies without paying a premium in order to gain control (often known as a "control premium") of those companies, which Elan may need to pay to acquire control of companies.  As a result, Royalty Pharma firmly believes that its Proposal should be compelling to Elan Shareholders.

The Possible Offer represents:

  • a cash premium of 12.6 percent to the Current Enterprise Value[3] of Elan based on the closing share price of Elan Stock on February 15, 2013 of US$10.35 on the New York Stock Exchange[4];
  • a cash premium of 6.3 percent to the closing share price of Elan Stock on February 15, 2013 of US$10.35 on the New York Stock Exchange;
  • a cash premium of 12.7 percent to the volume weighted average closing share price on the New York Stock Exchange for Elan Stock between February 6, 2013, being the date on which the Tysabri Transaction was announced to the market, and February 15, 2013 of US$9.76;
  • a cash premium of 9.5 percent to the Broker Median Price Target of US$10.05 for Elan Stock set by those brokers that Royalty Pharma is aware have published price targets since the announcement of the Tysabri Transaction[5];
  • a Proposal Enterprise Value[6] for Elan equal to 16.4x and 12.1x 2014 and 2015 Broker Projected EBITDA[7] respectively (the median 2014 and 2015 projected EBITDA multiples for the Specialty Pharma Companies are 7.5x and 5.9x respectively, and for the Large Cap Biotech Companies are 11.1x and 9.1x respectively[8]); and
  • a Proposal price equal to 55.0x and 30.6x 2014 and 2015 Broker Projected Earnings Per Share[9] respectively (the median 2014 and 2015 projected earnings per
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  • SOURCE Royalty Pharma
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