Echo Pharma Acquisition (Royalty Pharma) announced the terms of a firm, all cash offer for the entire issued and to be issued share capital of Elan.
Subject to certain conditions, Royalty Pharma is offering the following for each outstanding share and ADS of Elan:
$12.00, if the strike price for Elan's previously announced Dutch Auction is $11.75 or $12.00;
$11.50 if the Dutch Auction Strike Price is $11.50;
$11.25 if the Dutch Auction Strike Price is $11.25; and
$11.00 per Elan Share if (1) the Dutch Auction Strike Price is equal to or greater than $12.25 and less than or equal to $13.00, or (2) upon the occurrence of certain other events as set forth in the announcement.
If Elan confirms its net cash position on the terms set forth in the announcement, the offer price will be paid in cash. However, if Elan fails to do so, the initial cash component will be $1.00 less and holders of Elan shares will be issued a right to receive up to $1.00 in cash based on Elan's net cash position. The terms and conditions of the offer are set forth in detail in the announcement.
"This announcement demonstrates our commitment to providing a full and fair offer to Elan's shareholders. We believe that Elan's shareholders will welcome this fully financed cash offer,” said Pablo Legorreta, founder and CEO of Royalty Pharma. "Elan today consists of cash and a royalty on Tysabri. Royalty Pharma has over 15 years of experience valuing royalties on pharmaceutical products. Based on our analysis of Elan's Tysabri royalty and the implied valuation of Elan's economics in Tysabri reflected in Elan's recent transaction with Biogen, we believe that our offer represents a full and fair value for Elan. We remain hopeful that the board of Elan will consider our offer and recommend it to its shareholders. In order to obtain the full amount of our offer in cash in the shortest time frame, Elan's shareholders should encourage Elan's board to engage immediately with Royalty Pharma."
The offer will be financed through a combination of existing resources available to Royalty Pharma and new credit facilities arranged by Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities.
J.P. Morgan, BofA Merrill Lynch and Groton Partners are acting as financial advisors to Royalty Pharma.
