Securities Exchange Act of 1934
Echo Pharma Acquisition Limited ("Royalty Pharma") offer for all ordinary shares of Elan Corporation, plc ("Elan")
Via Facsimile and U.S. Mail
Jeffrey L. Kochian, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036-6745
Re: Echo Pharma Acquisition Limited (“Royalty Pharma”) offer for all ordinary shares of Elan Corporation, plc (“Elan”)
Dear Mr. Kochian:
We are responding to your letter dated May 1, 2013 to Mauri L. Osheroff and Michele M. Anderson, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Irish counsel. Unless otherwise noted, all capitalized terms in this letter have the same meaning as in your letter of May 1, 2013.
On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from:
Based on the representations made and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to Rule 14d-4(d) under the Exchange Act if the Acceptance Condition is reduced during the Initial Offer Period, or any Voluntary Extension (other than a Mandatory Extension), without extending that period, as described in your letter.
Due to the significant ownership in Elan by U.S. persons, we have required that you limit the scope of your request to the exemptive and no-action relief granted in this letter. The foregoing exemptive relief and no-action positions expressed above are based solely on the representations and the facts presented in your letter dated May 1, 2013 and the accompanying letter from Irish counsel of the same date and do not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation
Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.
For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
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