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| Elan Completes Acquisition of DURA |
DUBLIN, Ireland, Nov. 10 /PRNewswire/ -- Elan Corporation, plc (NYSE: ELN) ("Elan") today confirmed that the necessary shareholder and regulatory approvals have now been received for its previously announced acquisition of Dura Pharmaceuticals, Inc., and the closing of the acquisition has been completed. Dura shareholders supported the merger with over 97% of the total votes cast, voting for its approval. The transaction will be accretive to Elan's earnings in 2001 and beyond, accounted for as a pooling of interests and qualifying as a tax-free exchange. Under the terms of the acquisition, each share of Dura common stock will be exchanged for 0.6715 of an Elan ADS. Elan will not issue any fractional ADSs and Dura shareholders will receive an amount in cash for fractional holdings. Dura shareholders holding Dura stock certificates will receive a letter of transmittal to be used for exchanging such certificates in the next few weeks. The "Z" series warrants (Nasdaq: DURAZ) have been assumed by Elan and continue to be quoted on Nasdaq under the symbol "ELANZ". These warrants will entitle the holder to purchase 0.127585 of an Elan ADS at a price of $26.72 per ADS. The "W" series warrants (Nasdaq: DURAW) have also been assumed by Elan and continue to be quoted on the Nasdaq under the symbol "ELANW". These warrants will entitle the holder to purchase 0.167875 of an Elan ADS at a price of $81.67 per ADS. Donal J. Geaney, chairman and chief executive officer of Elan, commented, "Dura has built an exceptional reputation in the market and will make a significant contribution to the future growth of Elan. Dura will enable us to accelerate the development of our U.S. pharmaceuticals business by increasing the range of products and drug delivery technologies we offer. Furthermore, Dura doubles the size of our U.S. sales force to over 1,000 sales representatives, significantly enhancing our capability to fully exploit our products on the market as well as our pipeline of late-stage products in development. We reiterate that our acquisition of Dura will be accretive to earnings per share in 2001 as an estimated $50 million in synergies will be achieved in the first year." Elan is a leading worldwide specialty pharmaceutical and drug delivery company headquartered in Ireland, with its principal research and 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's shares trade on the New York, London and Dublin Stock Exchanges. This communication includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon 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 performance and operating results. The following factors, among others, could cause actual results to differ materially from those described herein: the risk that Dura will not be successfully integrated by Elan; the costs related to the merger; and other economic, business, competitive and/or regulatory 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, especially the Management's Discussion and Analysis sections thereof. Elan is under no obligation to (and expressly disclaims any obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.SOURCE Elan Corporation, plc
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