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| Elan Corporation, plc Announces Proposed Public Offering of Senior Notes |
DUBLIN, Ireland, Feb. 6 /PRNewswire/ -- Elan Corporation, plc (NYSE: ELN) ("Elan") today announced that Athena Neurosciences Finance, LLC ("Athena"), its indirect wholly-owned subsidiary, intends to file a preliminary prospectus supplement with the Securities and Exchange Commission ("SEC") in connection with a proposed underwritten public offering currently expected to be approximately $500 million in aggregate principal amount of Athena's Senior Notes. The Senior Notes will be senior unsecured obligations of Athena and will be fully and unconditionally guaranteed on a senior unsecured basis by Elan. The net proceeds from the offering of the Senior Notes, are expected to be used for general corporate purposes. The preliminary prospectus supplement will be filed as a supplement to the "universal shelf" Registration Statement on Form F-3 recently filed by Elan and Athena. The shelf registration statement relates to the offering, from time to time, of up to $2.5 billion of debt securities, ordinary shares, which may be represented by ADSs, and warrants to purchase ordinary shares or ADSs of Elan and debt securities of Athena fully and unconditionally guaranteed by Elan. The shelf registration statement relating to these securities has been filed with the SEC but has not yet been declared effective. These securities, including the Senior Notes, may not be sold, nor may offers to buy be accepted, prior to the time that the shelf registration statement is declared effective. Any securities offered pursuant to the shelf registration statement will only be offered pursuant to a prospectus supplement meeting the requirements of the Securities Act of 1933. This communication shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities, including the Senior Notes, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. Athena was formed as a Delaware limited liability company in January 2001. Athena's sole purpose is to provide financing services to Elan and its operating subsidiaries. Athena has no independent operations. Elan is a leading worldwide fully integrated pharmaceutical and drug delivery company headquartered in Ireland, with its principal research, development, manufacturing and marketing facilities located in Ireland, the United States and Israel. Elan is focused on the discovery, development and marketing of therapeutic products and services in neurology, pain management, oncology, infectious disease and dermatology and on the development and commercialization of products using its extensive range of proprietary drug delivery technologies. Elan shares trade on the New York, London and Dublin Stock Exchanges. This communication includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are naturally subject to uncertainty and changes in circumstances. The words "believes," "expects," "may," "intends," "anticipates," "will," "estimates," and "projects," and the negative versions of those words or other comparable terminology or expressions identify forward-looking statements. Future plans, actions and results could differ materially from the expectations contained in or implied by such forward-looking statements for a variety of factors, including: changes in economic conditions, including interest rates, performance of securities markets and the availability of capital; regulatory actions; changes in legal environment; tax law changes; and competitive and business factors affecting Elan's business generally. More detailed information about these factors is set forth in Elan's filings with the Securities and Exchange Commission, including Elan's Annual Report on Form 20-F for the fiscal year ended December 31, 1999. Forward-looking statements speak only as of the date made. Elan is under no obligation (and expressly disclaims any obligation to) update or alter these forward-looking statements, whether as the result of new information, future events or otherwise.SOURCE Elan Corporation, plc
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CONTACT:
Investors - U.S., Jack Howarth, 212-407-5740,
or 800-252-3526; Europe, Emer Reynolds, +353-1-709-4000,
+00800-28352600; Media - Max Gershenoff, 212-407-5740, or
800-252-3526, all of Elan
