Elan Corporation, plc (“Elan”) today announced that its wholly owned subsidiaries, Elan Finance public limited company and Elan Finance Corp., intend to offer, subject to market conditions, US$500 million in aggregate principal amount of senior fixed rate notes due 2013 and senior floating rate notes due 2013. The notes will be offered in the United States, only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.
Following the offering, Elan expects to, through its wholly-owned subsidiary Elan Capital Corp. Ltd., issue a redemption notice for the outstanding US$254 million aggregate principal amount of 6.5% Convertible Guaranteed Notes due 2008 issued by Elan Capital Corp. Ltd. and guaranteed by Elan (the “Convertible Notes”). The net proceeds from the offering are expected to be used to repay any Convertible Notes not converted into equity of Elan (at a conversion price of US$7.42 per share) prior to the redemption date and the remaining net proceeds are expected to be used to repay a portion of the outstanding US$613 million aggregate principal amount of 7.25% Guaranteed Senior Notes due 2008 issued by Athena Neurosciences Finance, LLC, a wholly-owned subsidiary of Elan, and guaranteed by Elan, in each case, within 90 days of consummation of the offering.
The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the 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. Any offers of the notes will be made only by means of a private offering memorandum.
About Elan
Elan Corporation (NYSE:ELN), plc 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.