Exhibit a(5)(A)
FOR immediate RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN announces commencement of tender period for lyons(TM) due 2018 Dublin,
Ireland, november 14, 2003-- Elan Corporation, plc (NYSE: ELN) today announced
that holders of Liquid Yield Option(TM) Notes due 2018 (Zero
Coupon--Subordinated) (the "LYONs") issued by its wholly-owned subsidiary, Elan
Finance Corporation Ltd., have the right to surrender their LYONs for purchase
during the period that begins today and ends on Monday, December 15, 2003.
Pursuant to the indenture under which the LYONs were issued in December 1998,
each holder of LYONs has the right to require Elan to purchase, until 5:00 p.m.,
New York time, on Monday, December 15, 2003, such holder's LYONs at a price
equal to $616.57 per $1,000 principal amount at maturity of the LYONs.
Under the terms of the LYONs, Elan had the option to pay for the LYONs in cash,
in American Depositary Shares ("ADSs"), representing Ordinary Shares, of Elan,
or in any combination of cash and ADSs. Elan has elected to pay for the LYONs in
cash. The aggregate principal amount due at maturity for all outstanding LYONs
is approximately $801.2 million. If all outstanding LYONs were surrendered for
purchase, the aggregate cash purchase price would be approximately $494 million.
Elan intends to use a portion of the net proceeds from its recently completed
offerings of Ordinary Shares and 6.5% Guaranteed Convertible Notes due 2008 to
repurchase the LYONs.
In order to surrender LYONs for purchase, holders must deliver a purchase notice
to The Bank of New York, the trustee and paying agent for the LYONs, on or
before 5:00 p.m., New York time, on Monday, December 15, 2003. Holders may
withdraw any LYONs previously surrendered for purchase at any time prior to 5:00
p.m., New York time, on Monday, December 15, 2003.
Elan Announces Commencement of Tender Period for LYONs(TM) due 2018
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Elan filed a Tender Offer Statement on Form TO with the Securities and Exchange
Commission today. Elan will make available to LYONs holders, through The
Depository Trust Company, documents specifying the terms, conditions and
procedures for surrendering for purchase and withdrawing LYONs. LYONs holders
are encouraged to read these documents carefully before making any decision with
respect to the surrender of LYONs, because these documents contain important
information regarding the details of Elan's obligation to purchase LYONs.
The LYONs are exchangeable into 13.75 Elan ADSs per $1,000 principal amount at
maturity of LYONs, subject to certain conditions set forth in the indenture and
in the LYONs, and subject to adjustment under certain circumstances.
This press release does not constitute an offer to purchase LYONs. The offer to
purchase is made solely by Elan's notice dated November 14, 2003.
About Elan
Elan is focused on the discovery, development, manufacturing, selling and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and Irish Stock
Exchanges.
The recent offerings of Ordinary Shares and Guaranteed Convertible Notes were
made outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"). The
Ordinary Shares, the Guaranteed Convertible Notes, the guarantee of the
Guaranteed Convertible Notes and the shares to be issued upon conversion of the
Guaranteed Convertible Notes have not been and will not be registered under the
Securities Act and, unless so registered, may not be offered, sold or
distributed within the United States or to U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act. This release does not constitute an offer to sell or the solicitation of an
offer to buy any Guaranteed Convertible Notes or Ordinary Shares.
This document contains forward-looking statements about Elan's financial
condition, results of operations and business prospects that involve substantial
risks and uncertainties. You can identify these statements by the fact that they
use words such as "anticipate", "estimate", "project", "envisage", "intend",
"plan", "believe" and other words
Elan Announces Commencement of Tender Period for LYONs(TM) due 2018
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and terms of similar meaning in connection with any discussion of future
operating or financial performance or events. Among the factors that could cause
actual results to differ materially from those described herein are the
following: the outcome of Elan's recovery plan and its ability to maintain
flexibility and maintain sufficient cash, liquid resources, and investments and
other assets capable of being monetised to meet its liquidity requirements; the
outcome of the ongoing SEC investigation and the shareholder and other pending
litigation; the success of research and development activities and the speed
with which regulatory authorisations and product launches may be achieved;
competitive developments affecting Elan's current products; the ability to
successfully market both new and existing products; difficulties or delays in
manufacturing; the ability to meet generic and branded competition after the
expiration of Elan's patents; the trend towards managed care and health care
cost containment; possible legislation affecting pharmaceutical pricing;
exposure to product liability and other types of lawsuits; Elan's ability to
protect its intellectual property; interest rate and foreign currency exchange
rate fluctuations; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; general changes in U.S. and Irish
generally accepted accounting principles; growth in costs and expenses; changes
in product mix; and the impact of acquisitions, divestitures, restructurings,
product withdrawals and other unusual items. A further list and description of
these risks, uncertainties and other matters can be found in Elan's Annual
Report on Form 20-F for the fiscal year ended December 31, 2002, and in its
Reports of Foreign Issuer on Form 6-K. Elan assumes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.