Elan Corp. plc (ELN: Quote) Friday updated on the restructuring transaction of February 6 related to its multiple sclerosis treatment Tsyabri.
The biotechnology company also provided further details of its proposed $1 billion share repurchase program.
Regulatory closing conditions for the Tysabri Transaction pertain to the review process under the Hart-Scott-Rodino Antitrust Act in the US and the review by the Spanish Competition Authority in Europe.
The waiting period for the US antitrust review under HSR expires today, and follows the recent clearance of the Transaction by the Spanish Competition Authority.
Consequently, in accordance with the terms of the Tysabri Transaction agreement with Biogen Idec, closing is expected to occur in the coming weeks, Elan said.
Elan also provided details of its proposed $1.0 billion share repurchase program to be implemented following the close of the Tysabri Transaction.
The company said that the share repurchase is in addition to the unique Tysabri linked cash dividend announced on March 4 and will be effected through a tender offer that will start March 11 by way of a “Dutch Auction”. The price range will be $11.25 to $13.00.
On February 22, Elan said it would initiate a share repurchase program of $1 billion after completing the restructuring of its Tysabri collaboration with U.S.-based biotechnology company Biogen Idec Inc. (BIIB: Quote).
Elan earler said it would move from the current 50:50 business collaboration to an upfront payment of $3.25 billion and a double digit tiered royalty structure for the life of the complete Tysabri asset.
In March, Elan said its board approved the decision to initiate a unique cash dividend policy enabling its shareholders to benefit directly from the long term cash flow generated by Tysabri.
Elan said the dividend program will be directly linked to Tysabri market performance calculated as a percentage of the Tysabri royalty paid to Elan from Biogen Idec as a result of the recently announced Tysabri restructuring. The initial percentage to be paid out directly to shareholders is 20% of those royalties.
As per the restructured Tysabri collaboration, Elan would receive 12% royalties on in-market sales of Tysabri in the first year from closing and thereafter 18% royalties on in-market sales up to $2.0 billion, and 25% royalties on sales exceeding $2.0 billion. In 2012 in-market sales of Tysabri were $1.6 billion.
Meanwhile, on March 6, Management LLC or Royalty Pharma reiterated its commitment to acquire Elan Corp. Plc (ELN), but said it is upset that the Board of Elan has not engaged in talks. Royalty Pharma is meeting with a number of Elan Shareholders to discuss the proposal.
On February 25, Royalty Pharma said it made an indicative proposal to acquire the entire issued and to be issued share capital of Ireland-based biotechnology firm Elan Corp. Plc for $11 per share for every Elan share and every Elan ADS.
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by RTT Staff Writer
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