Elan Corp PLC (ELN)

[surf1944]

7:25AM Elan: Royalty Pharma announces firm offer to acquire Elan; offer valued at up to $12.00 per ADS (ELN) 12.01 : Echo Pharma Acquisition announced, pursuant to Rule 2.5 of the Irish Takeover Rules, 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 "Offer Price" 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 the Dutch Auction Strike Price is equal to or greater than US$12.25 and less than or equal to $13.00, or 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.