10.04.2007 21:00:00
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Elan Announces Commencement of Exchange Offer for US$615 Million Aggregate Principal Amount of Notes
Elan Corporation, plc ("Elan”)
today announced that its wholly-owned subsidiaries, Elan Finance public
limited company and Elan Finance Corp. (the "Issuers”)
have commenced an offer to exchange (the "Exchange
Offer”) up to US$465 million aggregate
principal amount of the Issuers’ 8-7/8% Senior
Fixed Rate Notes due 2013, registered under the United States Securities
Act of 1933, as amended, for their outstanding 8-7/8% Senior Fixed Rate
Notes due 2013, and up to US$150 million aggregate principal amount of
the Issuers’ Senior Floating Rate Notes due
2013, registered under the Securities Act, for their outstanding Senior
Floating Rate Notes due 2013 (collectively, the "Notes”).
The exchange Notes will be guaranteed by Elan and certain of Elan’s
subsidiaries.
The outstanding Notes were issued in a private placement in November
2006, at which time the Issuers agreed to file a registration statement
for the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum principal amount
of outstanding Notes being tendered for exchange. The Exchange Offer
will expire at 5:00 p.m., New York City time, on Tuesday May 8, 2007,
unless extended. Tenders of outstanding Notes may be withdrawn at any
time prior to the expiration of the Exchange Offer. The terms of the
exchange Notes (and related guarantees) are substantially identical to
the outstanding Notes (and related guarantees), except for certain
transfer restrictions and registration rights relating to the
outstanding Notes. Any outstanding Notes not tendered will remain
subject to existing transfer restrictions.
The Bank of New York is serving as the Exchange Agent in connection with
the Exchange Offer. Requests for information, the prospectus and other
documents relating to the Exchange Offer should be directed to the
Exchange Agent at The Bank of New York, Corporate Trust Operations,
Reorganization Unit, 101 Barclay Street, 7 East, New York, New York
10286; Tel. (212) 815-5788; Attention: Diane Amoroso.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any Notes or any other security and
shall not constitute an offer, solicitation or sale in any jurisdiction
in which, or to any persons to whom, such offering, solicitation or sale
would be unlawful.
About Elan
Elan Corporation, plc (NYSE: ELN) is a neuroscience-based biotechnology
company committed to making a difference in the lives of patients and
their families by dedicating itself to bringing innovations in science
to fill significant unmet medical needs that continue to exist around
the world. Elan shares trade on the New York, London and Dublin Stock
Exchanges. For additional information about the company, please visit http://www.elan.com.
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 Exchange Offer. 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 effect whether the Exchange Offer is completed include, among
other things, the risk that the conditions to the Exchange Offer are not
satisfied. A further list and description of risks, uncertainties
and other matters regarding Elan and its securities can be found in
Elan's Registration Statement on Form F-4 covering the exchange offer,
Elan’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2006, and in its Reports of Foreign
Issuer on Form 6-K, all as filed with the U.S. Securities and Exchange
Commission. 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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