Exhibit 99(a)(1)(C)
NOTICE OF WITHDRAWAL
OF SURRENDER OF
ELAN FINANCE CORPORATION LTD.
LIQUID YIELD OPTION(TM) NOTES DUE 2018
(ZERO COUPON-SUBORDINATED)
CUSIP Nos.: 284129 AA 1, 284129 AB 9 and 284129 AC 7
Pursuant to the Company Notice
dated November 14, 2003
THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY,
DECEMBER 15, 2003 (THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST
DELIVER A PURCHASE NOTICE ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
PURCHASE DATE IN ORDER TO RECEIVE THE PURCHASE PRICE. SECURITIES SURRENDERED FOR
PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE PAYING AGENT
RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M.,
NEW YORK CITY TIME, ON THE PURCHASE DATE. YOU MAY ALSO WITHDRAW SURRENDERED
SECURITIES IF THE COMPANY HAS NOT YET ACCEPTED THEM FOR PAYMENT AFTER THE
EXPIRATION OF 40 BUSINESS DAYS FROM THE DATE OF THE COMPANY NOTICE. HOLDERS THAT
SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A
PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE
TRANSMITTAL PROCEDURES OF DTC.
The addresses of the Paying Agent are:
By Registered or Certified Mail or by Hand: By Regular Mail or Overnight Courier:
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The Bank of New York The Bank of New York
Corporate Trust Operations Corporate Trust Window
Reorganization Unit 101 Barclay Street
101 Barclay Street New York, NY 10286
Floor 7E Attention: Kin Lau
New York, NY 10286
Attention: Kin Lau
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Company Notice, dated November 14, 2003, and the
accompanying Purchase Notice, of Elan Finance Corporation Ltd., a company
organized under the laws of Bermuda (the "Company"), relating to the purchase by
the Company, at the option of the holder thereof, of the Company's Liquid Yield
Option(TM) Notes due 2018 (Zero Coupon-Subordinated) (the "Securities") for
$616.57 per $1,000 principal amount at maturity of the Securities, subject to
the terms and conditions of the Indenture and the Option Materials.
This Notice of Withdrawal is to be completed by registered holders of
Securities desiring to withdraw the surrender of such Securities in the Put
Option if (i) Securities have been previously surrendered to the Paying Agent by
the delivery of a Purchase Notice, or (ii) delivery of such Securities has been
previously made by book-entry transfer to the Paying Agent's account at DTC
pursuant to the book-entry transfer procedures described under the caption
"Procedures to be Followed by Holders Electing to Surrender Securities for
Purchase" in the Company Notice.
Ladies and Gentlemen:
The undersigned hereby withdraws the undersigned's surrender for purchase
to the Company of the Securities described below, which Securities were
previously surrendered for purchase pursuant to the Company Notice and the
accompanying Purchase Notice.
The undersigned understands that the withdrawal of Securities previously
surrendered in this Put Option, effected by this Notice of Withdrawal, may not
be rescinded and that such Securities will no longer be deemed to be validly
surrendered for purchase for purposes of the undersigned's Purchase Notice. Such
withdrawn Securities may be resurrendered for purchase only by following the
procedures for surrendering set forth in the Company Notice and in the
accompanying Purchase Notice.
All authority conferred or agreed to be conferred in this Notice of
Withdrawal shall not be affected by and shall survive the death or incapacity of
the undersigned, and any obligations of the undersigned under this Notice of
Withdrawal shall be binding upon the heirs, personal and legal representatives,
trustees in bankruptcy, successors and assigns of the undersigned.
* * *
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DESCRIPTION OF SECURITIES BEING WITHDRAWN
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as name(s) appear(s) on Securities Being Withdrawn
Securities)(1) (Attach additional signed list, if necessary)
Principal Amount At Principal Amount
Security Maturity at Maturity
Certificate Represented Being
Number(s)(2) Securities Withdrawn(2)(3)
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________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
Total Amount
Being
Withdrawn
_____________
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(1) Must correspond exactly to the name(s) that appear(s) on the certificate(s)
for the Securities and the Paying Agent's record of registered holders or,
if surrendered by a DTC participant, exactly as such participant's name(s)
and address(es) appear(s) on the security position listing of DTC.
(2) Need not be completed if Securities are being surrendered by book-entry
transfer.
(3) Unless otherwise specified, the entire aggregate principal amount at
maturity evidenced by such Securities will be deemed to have been
withdrawn.
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METHOD OF DELIVERY
|_| CHECK HERE IF SECURITIES ARE BEING OR WILL BE PHYSICALLY DELIVERED
HEREWITH.
|_| CHECK HERE IF SECURITIES ARE BEING OR WILL BE DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC, AND
COMPLETE THE FOLLOWING:
Name of Surrendering Institution:_______________________________________________
DTC Account Number: ____________________________________________________________
Contact Person:_________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone (with international dialing code):____________________________________
Facsimile (with international dialing code):____________________________________
Date Surrendered:_______________________________________________________________
Transaction Code Number:________________________________________________________
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SIGNATURE
(To Be Completed by All Registered Holders of Securities Being Withdrawn)
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Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Securities or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Securities by documents transmitted with this
Notice of Withdrawal. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer's full title.
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(Signature(s) of Registered Holder(s) or Authorized Signatory)
Dated: ____________________________________, 200_
Name(s):________________________________________________________________________
(Please Print)
Capacity (full title): _________________________________________________________
Address(es):____________________________________________________________________
Area Code(s) and Telephone Number(s):___________________________________________
________________________________________________________________________________
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The Guarantee Below Must Be Completed in Accordance with the Instructions
________________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
________________________________________________________________________________
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
Name of Eligible Institution:___________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated:_____________________________________________, 200_
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