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Elan Corporation Plc Announces Expiration of Tender Offer for 7¾% Senior Fixed Rate Notes Due 2011
Thursday, October 29, 2009 4:30 PM


Oct. 29, 2009 (Business Wire) -- Elan Corporation, plc (NYSE: ELN) ("Elan") today announced the expiration and final results of the tender offer for the 7¾% Senior Fixed Rate Notes due 2011 (CUSIP No. 284138AC8) (the “Notes”) issued by its wholly-owned subsidiaries, Elan Finance public limited company and Elan Finance Corp. (the “Co-Issuers”). The tender offer expired on October 28, 2009, at 11:59 p.m., New York City time (the "Expiration Date").

On October 14, 2009, the Co-Issuers made a payment in cash for all Notes tendered prior to 11:59 p.m., New York City time, on October 13, 2009 (the "Early Tender Date"). As of the Early Tender Date, the Co-Issuers had received tenders in respect of $783.9 million aggregate principal amount of Notes, representing approximately 92.23% of the outstanding Notes, all of which were accepted for purchase. The holders of such Notes received total consideration of $1,019.38 per $1,000 of principal amount tendered. The total consideration included an early tender premium of $30.00 per $1,000 principal amount of Notes tendered. The total cash payment to purchase such Notes, including accrued and unpaid interest up to, but not including, the early payment date, was approximately $824.3 million.

Between the Early Tender Date and the Expiration Date, the Co-Issuers received tenders in respect of $3.3 million aggregate principal amount of Notes, all of which have been accepted for purchase by the Co-Issuers. The holders of such Notes were entitled to receive consideration of $989.38 per $1,000 of principal amount tendered. The total cash payment to purchase such Notes, including accrued and unpaid interest up to, but not including, the final payment date, was approximately $3.4 million. Such payment is expected to be made on or about October 29, 2009.

A total of approximately $62.8 million in aggregate principal of the Notes remains outstanding.

The terms and conditions of the tender offer, including the Co-Issuers’ obligation to accept the Notes tendered and pay the purchase price therefor, are set forth in the Co-Issuers’ Offer to Purchase dated September 29, 2009. Pursuant to the terms of the tender offer, Notes not tendered in this tender offer remain outstanding, and the terms and conditions governing the notes, including the covenants and other provisions contained in the indenture governing the Notes, will remain unchanged. From time to time, the Co-Issuers, Elan or its subsidiaries may acquire Notes that were not tendered or purchased in the tender offer through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as the Co-Issuers, Elan or its subsidiaries may determine, which may be more or less than the price to be paid pursuant to the tender offer and could be for cash or other consideration.




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