Wednesday 18 October 2017

Extra time for shareholders in Elan to accept $6.4bn offer from Royalty

John Mulligan

John Mulligan

Royalty Pharma boss Pablo Legorreta is on the offensive in Europe today as he tries to persuade Elan shareholders that they should accept a $6.4bn (€4.8bn) offer for the company in an increasingly antagonistic takeover battle.

US-based Royalty yesterday extended its deadline for shareholders to accept its bid to June 21. On June 17, Elan is holding an extraordinary general meeting to ask shareholders to approve a number of transactions, including a near-$1bn investment in Theravance and a share buyback.

Royalty has urged Elan shareholders to vote against all the resolutions being presented at the EGM. The extension to the Royalty acceptance deadline comes during a week where Elan secured a temporary High Court injunction to prevent Royalty from distributing to the Irish company's shareholders a proxy statement that it had filed with the US Securities and Exchange Commission.

PROXY STATEMENT

Elan maintained the proxy statement failed to comply with Irish takeover regulations disclosure requirements.

The injunction was permitted to lapse after Royalty undertook to comply with a request from the Irish Takeover Panel not to distribute any further information to Elan shareholders until it had considered the disclosure requirements that related to the Elan complaint.

But Royalty then described Elan's efforts to prevent shareholders from receiving the information as "deplorable".

"Royalty Pharma deplores what it believes are efforts by Elan to deprive shareholders of an opportunity to consider Royalty Pharma's offer," it said.

Elan has also filed a lawsuit against Royalty in New York, claiming the offer made by the US company is "unfair and financially inadequate" and that the Royalty tender documents contain "material mis-statements and omissions".

Elan is seeking to either prevent or delay Royalty from proceeding with its tender offer.

"Royalty Pharma believes that the action is entirely without merit and it intends to oppose it vigorously," it said.

Irish Independent

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