Elan Announces Receipt of Requisite Consents in 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 the requisite consents have been received on or prior to the early tender deadline pursuant to the previously announced cash tender offer to purchase up to US$351 million (of $390 million) 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) (collectively, the "Notes") issued by Elan Pharmaceutical Investments III, Ltd., a wholly-owned subsidiary of Elan. As a result of the receipt of the requisite consents, Elan expects to enter 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") to eliminate 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 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") to effectively permanently waive 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 amendment and the consent agreement will become effective only upon the 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. acceptance for purchase of the Notes tendered, which is expected to occur on the satisfaction of the conditions to the tender offer and 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 , including (i) the completion of the previously announced debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay on terms acceptable to Elan and (ii) certain other conditions described in the Offer to Purchase and Consent Solicitation Statement dated October 28, 2004, and related documents (together, the "Tender Documents"). The early tender deadline was 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 10, 2004. Notes tendered may no longer be withdrawn and consents delivered may no longer be revoked. The tender offer and consent solicitation are being made solely on the terms and conditions contained in the Tender Documents. The tender offer and consent solicitation will expire at 12:00 midnight, New York City time, on November 26, 2004, unless extended. Elan and EIS have engaged Morgan Stanley & Co. Incorporated to act 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 and requests for additional Tender Documents should be directed to Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1941 (collect), Attention Francesco Cipollone. The Depositary is 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 neurodegenerative diseases diseases characterized by neurodegeneration. Lesions are microscopic only but in chronic disease with massive involvement there may be grossly visible atrophy of affected nervous tissue. , 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. Forward-Looking Statements This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the completion of the tender offer and the consent solicitation. You can identify these statements by the fact that they use words such as "anticipate", "estimate", "project", "intend", "plan", "believe" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or events. Factors that could affect whether the tender offer and consent solicitation are consummated include, among other things, the satisfaction or waiver of certain conditions to the tender offer and consent solicitation, including the completion of the previously announced debt financing on terms acceptable to Elan. A further list and description of risks, uncertainties and other matters can be found in Elan's Annual Report on Form 20-F for the fiscal year ended December 31, 2003, as amended by Amendment No. 1 on Form 20-F/A, and in its Reports of Foreign Issuer on Form 6-K. Elan assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. |
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