Elan Announces Commencement of Tender Offer and Consent Solicitation
Elan Corporation (NYSE: ELN) today announced that its wholly-owned subsidiaries, Elan Finance public limited company (“Elan Finance”) and Elan Finance Corp. (“Elan Corp.” and together with Elan Finance, the “Issuers”), are commencing a cash tender offer (the “Tender Offer”) to purchase any and all of their outstanding:
8.750% Senior Notes due 2016 issued October 2, 2009 (the “2009 Notes”); and 8.750% Senior Notes due 2016 issued August 17, 2010 (the “2010 Notes” and, together with the 2009 Notes, the “Notes”). As part of the Tender Offer, the Issuers are soliciting consents (the “Consent Solicitation” and, together with the Tender Offer, the “Tender Offer and Consent Solicitation”) from the holders of the Notes for certain proposed amendments that would eliminate or modify substantially all restrictive covenants, certain events of default and other provisions contained in each of the indentures governing the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments. Holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Tender Offer and Consent Solicitation is being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated September 24, 2012 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.
The Tender Offer will expire at 11:59 p.m., Eastern Time, on October 22, 2012, unless the Tender Offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not withdraw their Notes prior to 11:59 p.m., Eastern Time, on October 5, 2012 (as such time and date may be extended, the “Consent Payment Deadline”) and whose Notes are accepted for purchase, will receive the “Total Consideration,” which is equal to (i) $1,053.34 per $1,000.00 principal amount of Notes validly tendered (the “Tender Offer Consideration”) plus (ii) a consent payment of $40.00 per $1,000.00 principal amount of Notes validly tendered (the “Consent Payment”). Holders of Notes who validly tender their Notes after the Consent Payment Date but on or before the Expiration Date, and whose Notes are accepted for purchase, will receive only the Tender Offer Consideration.
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