Elan has announced it is proceeding with a formal sale process in light of the expressions of interest received to date. As part of this process, Royalty Pharma will be invited to participate. Elan has urged shareholders not to tender into the current Royalty Pharma offer.
Elan said its board and management are aligned in maximizing the full value potential of the business on behalf of its shareholders. Shareholders are scheduled to meet Monday to vote on the company’s recent M&A deals. Elan’s board has unanimously rejected Royalty Pharma’s sweetened offer of $13 per share in cash plus contingent value rights linked to future performance of MS drug Tysabri, for a potential value of $8 billion.
The four transactions on Monday’s agenda are: Elan’s $1 billion cash acquisition of a 21% stake in South San Francisco-based Theravance’s royalties from the respiratory franchise it shares with GSK; Elan’s acquisition of Vienna, Austria-based AOP Pharmaceuticals for $348.8 million; the spinout of ELND005 into a new Irish startup Speranza Therapeutics, with $70 million in funding; and a $200 million share buyback.
Separately, Royalty Pharma on Friday asked Elan ordinary shareholders to vote against all four resolutions. If any of the items are approved, the Irish Takeover Panel will require Royalty to withdraw its offer and may prevent Royalty from making another unsolicited offer for 12 months.