Elan Announces Completion of Tender Offer and Consent Solicitation for EPIL III Series B and C Guaranteed Notes.DUBLIN, Ireland -- Elan Corporation, plc ("Elan") and its wholly-owned subsidiary, Elan International Services Ltd. ("EIS (1) (Executive Information System) An information system that consolidates and summarizes ongoing transactions within the organization. It provides top management with all the information it requires at all times from internal and external sources. "), announced today that they accepted for payment a total of US$350,971,000 aggregate principal amount of Series B Guaranteed Notes (PPN PPN - Project-Programmer Number. A user-ID under TOPS-10 and its various mutant progeny at SAIL, BBN, CompuServe and elsewhere. Old-time hackers from the PDP-10 era sometimes use this to refer to user IDs on other systems as well. : G2954# AB7) and Series C Guaranteed Notes (PPN: G2954# AC5) issued by Elan's wholly-owned subsidiary, Elan Pharmaceutical Investments III, Ltd. (collectively, the "Notes"). This amount includes US$317,406,000 aggregate principal amount of Notes previously accepted for payment and paid for by EIS and Elan. The Notes were tendered and related consents delivered pursuant to the previously announced cash tender offer by EIS to purchase up to US$351 million (of $390 million) aggregate principal amount of Notes and the related consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with by Elan. Final settlement is expected to occur today. The tender offer and consent solicitation expired at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on November 26, 2004. A total of US$372,182,000 aggregate principal amount of Notes were tendered and related consent delivered. In accordance with the terms of the tender offer and consent solicitation, EIS and Elan accepted for payment, on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis, US$350,971,000 aggregate principal amount of Notes for total consideration of US$357,410,884, plus accrued and unpaid interest to, but not including, the applicable settlement date. The total consideration includes an aggregate early tender premium of US$4,489,884, paid only for Notes tendered prior to the early tender deadline at 12:00 midnight, New York City time, on November 26, 2004, and an aggregate consent payment of US$1,950,000. Consent payments were made to all holders of Notes regardless of whether the holders tendered their Notes or delivered consents. As previously announced, as a result of the receipt of the requisite consents from the holders of the Notes, Elan entered into an amendment to the guarantee agreement governing Elan's guarantee of the Notes (the "EPIL EPIL Electron and Photon Impact Laboratory III Guarantee Agreement") and a consent agreement under the indenture governing the 6.50% Convertible Guaranteed Notes issued by Elan Capital Corp. Ltd. and guaranteed by Elan (the "Convertible Note Indenture"). The amendment to the EPIL III Guarantee Agreement eliminated many of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. contained in the EPIL III Guarantee Agreement and the consent agreement under the Convertible Note Indenture effectively permanently waived compliance with all of the restrictive covenants contained in the Convertible Note Indenture that restrict certain activities of Elan and its subsidiaries without the prior consent of a majority in aggregate principal amount of the outstanding Notes. The tender offer and consent solicitation were made solely on the terms and conditions contained in the Offer to Purchase and Consent Solicitation Statement, dated October 28, 2004, and related documents. Morgan Stanley & Co. Incorporated acted as dealer manager in connection with the tender offer and solicitation agent in connection with the consent solicitation. Questions regarding the tender offer and consent solicitation should be directed to Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1941 (collect), Attention Francesco Cipollone. The Depositary was The Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. . This press release is for informational purposes only and does not constitute an offer to purchase, or the solicitation of an acceptance of the tender offer or the consent solicitation with respect to, the Notes. The tender offer and consent solicitation are being made only pursuant to the Tender Documents. About Elan Elan is a neuroscience-based biotechnology company that is focused on discovering, developing, manufacturing, selling and marketing advanced therapies in neurodegenerative diseases, autoimmune diseases and severe pain. Elan's (NYSE NYSE See: New York Stock Exchange : ELN Noun 1. ELN - a Marxist terrorist group formed in 1963 by Colombian intellectuals who were inspired by the Cuban Revolution; responsible for a campaign of mass kidnappings and resistance to the government's efforts to stop the drug trade; "ELN kidnappers target ) shares trade on the New York, London and Dublin Stock Exchanges. |
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