EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1

FOR IMMEDIATE RELEASE


 
Investor Relations:
 
Media Relations:
Emer Reynolds
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Chris Burns
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Elizabeth Headon
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ELAN ANNOUNCES COMPLETION OF OFFERING OF US$615 MILLION
AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES
 
Dublin, Ireland, November 22, 2006 - Elan Corporation, plc (“Elan”) today announced that its wholly owned subsidiaries, Elan Finance public limited company and Elan Finance Corp., have completed the previously announced offering of US$615 million aggregate principal amount of Senior Notes. The Senior Notes consist of US$465 million aggregate principal amount of 8.875% Senior Fixed Rate Notes due 2013 and US$150 million aggregate principal amount of Senior Floating Rate Notes due 2013. The Senior Floating Rate Notes bear interest at a rate, adjusted quarterly, equal to three-month LIBOR plus 4.125%. The Senior Notes are guaranteed by Elan and certain of Elan’s subsidiaries. The Senior Notes were sold to investors at a price of 100% of principal amount. The Senior Notes were 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.

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 all or 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 the date hereof.



The Senior 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 Senior 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.

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Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the expected application of the net proceeds of the offering. You can identify these statements by the fact that they use words such as “expect”, “estimate”, and “intend” and other words and terms of similar meaning in connection with any discussion of future events. Factors that could affect whether the proceeds are applied as expected include, among other things: uncertainties related to corporate securities generally, for the securities of biotechnology companies and for Elan’s securities in particular. A further list and description of risks, uncertainties and other matters can be found in Elan’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005, and in its Reports of Foreign Issuer on Form 6-K filed with the SEC. Elan assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.