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| Elan to Acquire Dura |
Acquisition Significantly Strengthens Elan's Pharmaceutical Business
Adds Over 500 Sales Representatives and $300 Million in Revenue
Transaction to Be Accretive to Earnings Per Share in 2001
DUBLIN, Ireland and SAN DIEGO, Sept. 11 /PRNewswire/ -- Elan Corporation,
plc (NYSE: ELN) ("Elan") and Dura Pharmaceuticals, Inc. (Nasdaq: DURA)
("Dura") today announced that they have entered into a definitive merger
agreement under which Elan will acquire Dura, a specialty pharmaceutical
company engaged in the marketing and sale of prescription products for the
treatment of infectious diseases and respiratory conditions. The Dura Board
of Directors has unanimously approved the merger agreement and is recommending
that the Dura stockholders approve the merger.
Under the terms of the merger agreement, Elan will acquire all of Dura's
outstanding common stock in a tax-free, stock for stock transaction, which
will be accounted for using the pooling-of-interests method. Elan expects the
transaction to be accretive to earnings per share in 2001 after synergies.
Dura stockholders will receive 0.6715 of an Elan ADS for each share of Dura
common stock. Based on Elan's closing stock price on September 8, 2000 of
$52.125, the transaction has a value of $35.00 per Dura share and a total
transaction value of approximately $1.8 billion.
Donal Geaney, Chairman and Chief Executive Officer of Elan, commented,
"This transaction significantly enhances Elan's North American pharmaceutical
business by doubling the size of our U.S. salesforce to over 1,000 sales
representatives and adding over $300 million of sales revenue in 2001 driven
primarily by four key products. As a result of this transaction, we will have
a much stronger sales and marketing infrastructure, a broader portfolio of
marketed products and additional strength in our management team. The
combined salesforce and management team will help us launch and maximize the
revenue potential of our near-term product pipeline. In addition, I am
pleased that we can add the Spiros(R) platforms to our range of drug delivery
technologies."
Cam Garner, Chairman and Chief Executive Officer of Dura, said, "I am
proud that the combination of Dura and Elan creates a substantial enterprise
poised to quickly become a major global player in the pharmaceutical industry.
The transaction represents both great financial and strategic value for our
shareholders and our associates. The Elan management team is well known to
Dura. They exhibit an entrepreneurial spirit and the desire to establish an
extraordinary company culture uncommon in most large pharmaceutical
companies."
Dura's portfolio of specialty pharmaceutical products includes Maxipime(R)
(injectable cephalosporin antibiotic), Ceclor(R) CD (oral cephalosporin
antibiotic), Azactam(R) (injectable monobactum antibiotic) and Nasarel(R)
(inhaled corticosteroid). Dura supports these products with large and
experienced hospital and primary care salesforces, numbering over
500 representatives.
The transaction, which has been unanimously approved by the Board of
Directors of both companies, is subject to regulatory approvals, approval by
Dura stockholders and customary closing conditions, and is expected to close
late in the fourth quarter of this year.
Elan is a leading worldwide specialty 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 and oncology,
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.
Dura is a San Diego based specialty pharmaceutical company that markets
and sells prescription products that treat infectious diseases and respiratory
conditions. Dura focuses on products and transactions that leverage its sales
and marketing organization. Also, through the use of collaborative
relationships, Dura intends to develop the Spiros(R) blisterdisk and Spiros(R)
S2 pulmonary drug delivery systems for the local and systemic delivery of a
wide range of medications.
This communication may include certain "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. Actual results may vary
materially from the expectations contained herein. The forward-looking
statements in this communication include statements about future financial and
operating results and the proposed merger. The following factors, among
others, could cause actual results to differ materially from those described
herein: inability to obtain, or meet conditions imposed for governmental
approvals for the merger; failure of the Dura stockholders to approve the
merger; the risk that the Elan and Dura businesses will not be integrated
successfully; the costs related to the merger; and other economic, business,
competitive and/or regulatory factors affecting Elan's and Dura's businesses
generally. More detailed information about these factors is set forth in
Elan's and Dura's filings with the Securities and Exchange Commission ("SEC"),
including Elan's Annual Report on Form 20-F and Dura's Annual Report on Form
10-K, in each case for the fiscal year ended December 31, 1999, especially in
the Management's Discussion and Analysis sections thereof. Elan and Dura are
under no obligation to (and expressly disclaim any obligation to) update or
alter these forward-looking statements, whether as a result of new
information, future events or otherwise.
In connection with the transaction, Elan will file a registration
statement on Form F-4 and Dura will file a proxy statement, each with the SEC.
Investors and security holders are advised to read the registration statement
and the proxy statement when they become available because they will contain
important information. Investors and security holders may obtain a free copy
of the proxy statement (when available) and other documents filed by Dura with
the SEC at the SEC's web site at http://www.sec.gov . Free copies of the
registration statement (when available) and other documents filed by Elan with
the SEC may be obtained from Elan by directing a request to Elan, 345 Park
Avenue, New York, New York 10154, attention: Jack Howarth, (212-407-5740).
Free copies of the proxy statement and the other documents filed by Dura with
the SEC may also be obtained from Dura by directing a request to Dura
Pharmaceuticals, Inc., 7475 Lusk Blvd., San Diego, CA 92121, attention:
Corporate Secretary, (858-457-2553).
Dura, its directors, executive officers and certain other members of its
management and employees may be deemed to be participants in the solicitations
of proxies of Dura's stockholders to adopt the merger agreement providing for
Elan's acquisition of Dura. These persons may have an interest in the
transaction, including as a result of holding shares or options of Dura. A
detailed list of the names and interests of Dura's directors and executive
officers is contained in Dura's proxy statement for its 2000 Annual Meeting,
which may be obtained without charge at the SEC's web site at
http://www.sec.gov .
SOURCE Elan Corporation, plc
back to topRelated links:
CONTACT:
Investors, U.S., Jack Howarth or Mary
Ansaldi, both of Elan Corporation, 212-407-5740, or 800-252-3526;
or Mike Borer and Julie Bierle, both of Dura Pharmaceuticals,
858-457-2553; or Investors, Europe, Emer Reynolds of Elan
Corporation, +353-1-709-4000, or +00800-28352600; or Media, Max
Gershenoff of Elan Corporation, 212-407-5740, or 800-252-3526
