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Royalty Pharma announced today that on
Tuesday, June 4, 2013, Elan
withdrew a lawsuit it had filed on an emergency
basis only the previous day. Elan's suit, filed on Monday, June 3, 2013, a
public holiday in Ireland, without giving Royalty Pharma notice or an
opportunity to respond, sought an emergency order from the Irish High Court on
the basis that Elan had been unable to contact the Panel, this despite the
fact that Royalty Pharma itself had been in regular communication with the
Panel over the holiday weekend who had helpfully made itself available as it
has on a number of occasions on this matter. On the basis of these statements
by Elan, the court granted Elan relief for one day in order to give Royalty
Pharma an opportunity to respond. When it became apparent in the High Court
at the hearing on Tuesday, June 4, 2013, that claims brought by Elan were
either already being considered by the Panel or were matters that should first
be brought to the Panel, Elan withdrew its entire suit as the Panel was
clearly the appropriate body to consider the matter.
Elan filed another suit on Monday, June 3, 2013, against Royalty Pharma in the
U.S. District Court for the Southern District of New York challenging Royalty
Pharma's offer for Elan shares. The complaint alleges, among other things,
that the offer is unfair and financially inadequate, that Royalty Pharma's
tender offer documents contain material misstatements and omissions, and seeks
declaratory and injunctive relief to prevent or delay Royalty Pharma from
proceeding with the tender offer. Following oral argument, the court set a
hearing date of June 11, 2013 to consider Elan's request for a preliminary
injunction and is expected to rule on the matter prior to the June 17 EGM.
The court also entered an order ordering expedited discovery and prohibiting
Royalty Pharma from "consummating or closing" the Increased Offer prior to the
resolution of the matter. Royalty Pharma believes that the action is entirely
without merit and it intends to oppose it vigorously.
The actions above demonstrate the lengths the Elan Board of Directors and
management are willing to go, in what Royalty Pharma believes is an effort to
deny Elan shareholders an opportunity to even consider Royalty Pharma's
offer. Royalty Pharma believes that the Elan Board's behavior in filing these
lawsuits is deplorable.
Vote "AGAINST" each of Elan's proposed resolutions
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