ELN / Elan Corp. Plc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

ELN / Elan Corp. Plc / WESTFIELD CAPITAL MANAGEMENT CO LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Elan Corporation, PLC (Name of Issuer) American Depositary Receipt (Title of Class of Securities) 284131208 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-13896 ELAN CORPORATION, PLC (Exact Name of Registrant as Specifi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 30, 2013, pursuant to the provisions of Rule 12d2-2 (a).

PERRIGO COMPANY PLC COMPLETES ACQUISITION OF ELAN CORPORATION, PLC

EX-99.1 2 d646802dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PERRIGO COMPANY PLC COMPLETES ACQUISITION OF ELAN CORPORATION, PLC DUBLIN, IRELAND – December 18, 2013 - Perrigo Company plc (NYSE, TASE: PRGO) (“Perrigo”) and Elan Corporation, plc (“Elan”) today announced that Perrigo has completed the acquisition of Elan in a cash and stock transaction valued on the date of the announcement

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM F-3

Post-Effective Amendment No.1 to Form F-3 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100252 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form F-3 Registration Statement No. 333-100252 Elan Corporation, plc (Exact name of Registrant

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (A

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on December 18, 2013 Registration No. 333-100556 Registration No. 333-07361 Registration No. 333-121021 Registration No. 333-135184 Registration No. 333-135185 Registration No. 333-154573 Registration No. 333-181971 Registration No. 333-181973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

PERRIGO COMPANY AND ELAN CORPORATION PLC RECEIVE IRISH HIGH COURT APPROVAL FOR PERRIGO’S PROPOSED ACQUISITION OF ELAN

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PERRIGO COMPANY AND ELAN CORPORATION PLC RECEIVE IRISH HIGH COURT APPROVAL FOR PERRIGO’S PROPOSED ACQUISITION OF ELAN ALLEGAN, MI and DUBLIN, IRELAND – December 13, 2013 – Perrigo Company (NYSE: PRGO; TASE) and Elan Corporation, plc (NYSE: ELN) (“Elan”) today announced that the Irish High Court has approved Perrigo’s pending acquisition of Elan. As previo

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (A

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (A

Elan Announces Shareholder Approval of its Acquisition by Perrigo Company

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 Elan Announces Shareholder Approval of its Acquisition by Perrigo Company DUBLIN—(BUSINESS WIRE)—November 18, 2013—The shareholders of Elan Corporation

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2013 PERRIGO COMPANY LIMITED (Exact name of registrant as specified in its charter) Ireland 333-190859 Not Applicable (State of other Jurisdiction of Incorporatio

REGISTRATION RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into on November 8, 2013, among Perrigo Company Limited, a limited company organized under the laws of Ireland (the“Company”), which will be re-registered as a public limited company and renamed Perrigo Company plc at or prior to the effective time of the Acq

PERRIGO COMPANY LIMITED (to be re-registered as a public limited company and renamed PERRIGO COMPANY PLC) THE GUARANTORS PARTY HERETO FROM TIME TO TIME WELLS FARGO BANK, NATIONAL ASSOCIATION, Dated as of November 8, 2013 1.30% Senior Notes due 2016 2

EX-4.1 2 d625796dex41.htm EX-4.1 Exhibit 4.1 PERRIGO COMPANY LIMITED (to be re-registered as a public limited company and renamed PERRIGO COMPANY PLC) AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME TO WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee Indenture Dated as of November 8, 2013 1.30% Senior Notes due 2016 2.30% Senior Notes due 2018 4.00% Senior Notes due 2023 5.30% Senior Notes due 20

PERRIGO COMPANY COMPENSATION COMMITTEE CHARTER

EX-99.1 Exhibit 99.1 PERRIGO COMPANY COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee is to carry out the Board of Directors’ overall responsibility relating to compensation of the directors and officers of Perrigo Company (the “Company”). Composition of the Committee The Committee shall consist of a minimum of three directors all of whom shall meet the independence

Merger Prospectus - COMBO FORM 8-K/425

425 1 d626525d8k.htm COMBO FORM 8-K/425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2013 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 001-09689 38-2799573 (State of other (Commissi

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 PERRIGO COMPANY LIMITED (Exact name of registrant as specified in its charter) Ireland 333-190859 Not Applicable (State of other Jurisdiction of Incorporatio

Perrigo Company Limited Announces Offering of $2,300,000,000 Senior Notes

EX-99.1 Exhibit 99.1 Perrigo Company Limited Announces Offering of $2,300,000,000 Senior Notes ALLEGAN, MICHIGAN, November 5, 2013 /PRNewswire/ – Perrigo Company Limited, a limited company incorporated under the laws of Ireland (“Issuer”), announced that it has commenced an offering of Senior Notes due 2016, Senior Notes due 2018, Senior Notes due 2023 and Senior Notes due 2043, in an aggregate pr

Perrigo Company Announces Tender Offer and Consent Solicitation for its 2.950% Notes due 2023

EX-99.1 2 d623402dex991.htm EX-99.1 Exhibit 99.1 Perrigo Company Announces Tender Offer and Consent Solicitation for its 2.950% Notes due 2023 ALLEGAN, Mich., November 5, 2013 /PRNewswire/ – Perrigo Company (NYSE, TASE: PRGO) today announced that it is commencing a tender offer to purchase any and all of its outstanding $600 million in aggregate principal amount of 2.950% notes due 2023 (CUSIP No.

Perrigo Company Limited Announces Pricing of $2,300,000,000 Senior Notes

EX-99.2 Exhibit 99.2 Perrigo Company Limited Announces Pricing of $2,300,000,000 Senior Notes ALLEGAN, MICHIGAN/DUBLIN, IRELAND, November 5, 2013 /PRNewswire/ – Perrigo Company Limited, a limited company incorporated under the laws of Ireland (“Issuer”), announced that it has priced an offering of $2,300,000,000 aggregate principal amount of senior notes, consisting of $500,000,000 aggregate princ

Merger Prospectus - 8-K

425 1 d623402d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 001-09689 38-2799573 (State of other Jurisdiction of Incorpor

Perrigo Reports Record First Quarter Revenue, Adjusted Earnings And Margins

Perrigo Reports Record First Quarter Revenue, Adjusted Earnings And Margins - Fiscal first quarter net sales of $933 million, up 21%.

Merger Prospectus - 425

425 1 v358822425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2013 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 (State of other (Commission (IRS Employer

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of

Elan Corporation, plc Unaudited Condensed Consolidated Financial Statements Three and Nine Month Periods Ended September 30, 2013

EX-99.1 Table of Contents Exhibit 99.1 Elan Corporation, plc Unaudited Condensed Consolidated Financial Statements Three and Nine Month Periods Ended September 30, 2013 Table of Contents Table of Contents Page Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012 2 Unaudited Condensed Consolidated Statements of Comprehensive Incom

ELAN REPORTS THIRD QUARTER 2013 FINANCIAL RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph: 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 ELAN REPORTS THIRD QUARTER 2013 FINANCIAL RESULTS Dublin, Ireland, October 24, 2013 - Elan Corporation, plc (NYSE:ELN) today reported its third quarter and fir

Current Report of Foreign Issuer - FORM 6-K

FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Ad

Merger Prospectus - 425

425 Filed by Perrigo Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Elan Corporation, plc Commission File No.

Merger Prospectus - 425

Filed by Perrigo Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Elan Corporation, plc Commission File No.

Elan Announces Webcast of Third Quarter 2013 Financial Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 Elan Announces Webcast of Third Quarter 2013 Financial Results DUBLIN, IRELAND, October 10, 2013 - Elan Corporation, plc (NYSE: ELN) announced today that it wi

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2013 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 (State of other Jurisdiction of Incorporation) (Commission

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of

PERRIGO COMPANY ANNOUNCES DATE OF SPECIAL SHAREHOLDER MEETING IN CONNECTION WITH ACQUISITION OF ELAN CORPORATION, PLC

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PERRIGO COMPANY ANNOUNCES DATE OF SPECIAL SHAREHOLDER MEETING IN CONNECTION WITH ACQUISITION OF ELAN CORPORATION, PLC Allegan, Mich. – October 9, 2013 – Perrigo Company (NYSE, TASE: PRGO) today announced that it has that it has scheduled a shareholder meeting for Monday, November 18, 2013 in connection with Perrigo’s proposed previously announced acquisit

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address o

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934.

1

EX-99.1 2 d605205dex991.htm EX-99.1 Exhibit 99.1 30 September 2013 Elan announces dates of shareholder meetings in connection with scheme of arrangement. Elan Corporation, plc. (NYSE:ELN) (“Elan”) today announced that it has scheduled shareholder meetings for Monday, November 18, 2013 in connection with Perrigo Company’s (NYSE, TASE: PRGO) (“Perrigo”) proposed acquisition of Elan. As previously an

Elan Announces Dosing of First Patient in Phase 2a Trial of ELND005 (Scyllo-inositol) in Down Syndrome

Exhibit 99.1 Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 Elan Announces Dosing of First Patient in Phase 2a Trial of ELND005 (Scyllo-inositol) in Down Syndrome DUBLIN, IRELAND, September 3, 2013 - Elan Corporation, plc (NYSE: ELN) announc

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address o

PERRIGO FILES REGISTRATION STATEMENT ON FORM S-4 IN CONNECTION WITH PROPOSED ACQUISITION OF ELAN

EX-99.1 Exhibit 99.1 PERRIGO FILES REGISTRATION STATEMENT ON FORM S-4 IN CONNECTION WITH PROPOSED ACQUISITION OF ELAN Allegan, Michigan and Dublin, Ireland — (28 August 2013) — Perrigo Company (NYSE, TASE: PRGO) (“Perrigo”) and Elan Corporation, plc. (NYSE: ELN) (“Elan”) today announced that Perrigo Company Limited (“New Perrigo”) has filed with the U.S. Securities and Exchange Commission (SEC) a

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934.

Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2013 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 (State of other Jurisdiction of Incorporation) (Commission File Numb

PERRIGO FILES REGISTRATION STATEMENT ON FORM S-4 IN CONNECTION WITH PROPOSED ACQUISITION OF ELAN

EX-99.1 Exhibit 99.1 PERRIGO FILES REGISTRATION STATEMENT ON FORM S-4 IN CONNECTION WITH PROPOSED ACQUISITION OF ELAN Allegan, Michigan and Dublin, Ireland — (28 August 2013) — Perrigo Company (NYSE, TASE: PRGO) (“Perrigo”) and Elan Corporation, plc. (NYSE: ELN) (“Elan”) today announced that Perrigo Company Limited (“New Perrigo”) has filed with the U.S. Securities and Exchange Commission (SEC) a

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filer: Perrigo Company Subject Company: Elan Corporation, plc Commission File No.

Elan Corporation, plc Unaudited Condensed Consolidated Financial Statements Six Month Period Ended June 30, 2013

EX-99.1 Exhibit 99.1 Elan Corporation, plc Unaudited Condensed Consolidated Financial Statements Six Month Period Ended June 30, 2013 Table of Contents Page Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2013 and 2012 2 Unaudited Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2013 and 2012 3 Unaudited Condens

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Add

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filer: Perrigo Company Subject Company: Elan Corporation, plc Commission File No.

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filer: Perrigo Company Subject Company: Elan Corporation, plc Commission File No.

Merger Prospectus - 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filer: Perrigo Company Subject Company: Elan Corporation, plc Commission File No.

PERRIGO REPORTS RECORD FOURTH QUARTER AND FISCAL YEAR REVENUE AND EARNINGS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PERRIGO REPORTS RECORD FOURTH QUARTER AND FISCAL YEAR REVENUE AND EARNINGS • Fiscal fourth quarter net sales increased $135 million, or 16%, to $967 million. • GAAP income in the fourth quarter increased 11% to $118 million, or $1.25 per diluted share and adjusted income increased 22% to $148 million, or $1.57 per diluted share. • Fiscal 2013 net sales in

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2013 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 (State of other Jurisdiction of Incorporation) (Commission

LPCN / Lipocine Inc. / ELAN CORP PLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lipocine Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53630X 10 4 (CUSIP Number) July 24, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filer: Perrigo Company Subject Company: Elan Corporation, plc Commission File No.

Merger Prospectus - 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filer: Perrigo Company Subject Company: Elan Corporation, plc Commission File No.

Quality Affordable Healthcare Products™ July 31, 2013 Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company

Exhibit 99.3 Quality Affordable Healthcare Products™ July 31, 2013 Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company Quality Affordable Healthcare Products™ 2 Important Information For Investors And Shareholders This announcement does not constitute an offer to sell, or an invitation to subscribe for or purchase or purchase or exchange , any securities or the solicitation

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

Exhibit 99.1 29 July 2013 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY · Establishes a differentiated platform for fu

Merger Prospectus - 425

Filed Pursuant to Rule 425 of the Securities Act of 1993, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934.

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

Exhibit 99.2 29 July 2013 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY · Establishes a differentiated platform for fu

TAKEOVER PANEL DEROGATION UNDER RULE 30.2

EX-99.1 2 d576423dex991.htm EX-99.1 Exhibit 99.1 TAKEOVER PANEL DEROGATION UNDER RULE 30.2 Allegan, Michigan and Dublin, Ireland — (30 July 2013) — Perrigo Company (NYSE: PRGO), a leading global provider of quality, affordable healthcare products (“Perrigo”) and Elan Corporation, plc (NYSE: ELN) (“Elan”), a leading biotechnology company headquartered in Ireland, today announced that the Irish Take

Quality Affordable Healthcare Products™ July 31, 2013 Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company

Exhibit 99.3 Quality Affordable Healthcare Products™ July 31, 2013 Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company Quality Affordable Healthcare Products™ 2 Important Information For Investors And Shareholders This announcement does not constitute an offer to sell, or an invitation to subscribe for or purchase or purchase or exchange , any securities or the solicitation

Dated 28 July 2013 ELAN CORPORATION, PLC PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L Goodbody

Exhibit 99.5 EXECUTION VERSION Dated 28 July 2013 ELAN CORPORATION, PLC and PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L Goodbody THIS AGREEMENT is made as a deed on 28 July, 2013 BETWEEN: (1) ELAN CORPORATION, PLC, a public limited company incorporated in Ireland (registered number 30356), with registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (hereinafte

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

Exhibit 99.2 29 July 2013 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY · Establishes a differentiated platform for fu

EVENT DATE/TIME: JULY 29, 2013 / 12:30PM GMT

Exhibit 99.6 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT PRGO - Perrigo Co to Acquire Elan Corporation PLC Conference Call EVENT DATE/TIME: JULY 29, 2013 / 12:30PM GMT OVERVIEW: On 07/29/13, DRX.I reported that Perrigo Company and Co. have entered into a definitive agreement, under which Co. will be acquired by new holding co. incorporated in Ireland. Cash and stock transaction is valued at app

EVENT DATE/TIME: JULY 29, 2013 / 12:30PM GMT

Exhibit 99.6 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT PRGO - Perrigo Co to Acquire Elan Corporation PLC Conference Call EVENT DATE/TIME: JULY 29, 2013 / 12:30PM GMT OVERVIEW: On 07/29/13, DRX.I reported that Perrigo Company and Co. have entered into a definitive agreement, under which Co. will be acquired by new holding co. incorporated in Ireland. Cash and stock transaction is valued at app

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

EX-99.1 2 t1300215ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 29 July 2013 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY · Es

Investor, Analyst and Media FAQ

Exhibit 99.4 Investor, Analyst and Media FAQ STRATEGIC RATIONALE 1. What is the strategic rationale for the transaction? This transaction combines two great companies to create value for our respective shareholders, patients and customers and will create a global healthcare company with an industry-leading growth profile and the geographic scale and scope to continue building a truly differentiate

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Addre

Dated 28 July 2013 ELAN CORPORATION, PLC PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L Goodbody

EX-99.5 6 t1300214ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 EXECUTION VERSION Dated 28 July 2013 ELAN CORPORATION, PLC and PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L Goodbody THIS AGREEMENT is made as a deed on 28 July, 2013 BETWEEN: (1) ELAN CORPORATION, PLC, a public limited company incorporated in Ireland (registered number 30356), with registered office at Treasury Building, Lower Grand C

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

Merger Prospectus - 425

425 Filed Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934.

TAKEOVER PANEL DEROGATION UNDER RULE 30.2

EX-99.1 2 d576423dex991.htm EX-99.1 Exhibit 99.1 TAKEOVER PANEL DEROGATION UNDER RULE 30.2 Allegan, Michigan and Dublin, Ireland — (30 July 2013) — Perrigo Company (NYSE: PRGO), a leading global provider of quality, affordable healthcare products (“Perrigo”) and Elan Corporation, plc (NYSE: ELN) (“Elan”), a leading biotechnology company headquartered in Ireland, today announced that the Irish Take

Investor, Analyst and Media FAQ

Exhibit 99.4 Investor, Analyst and Media FAQ STRATEGIC RATIONALE 1. What is the strategic rationale for the transaction? This transaction combines two great companies to create value for our respective shareholders, patients and customers and will create a global healthcare company with an industry-leading growth profile and the geographic scale and scope to continue building a truly differentiate

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

EX-99.1 7 d574739dex991.htm EX-99.1 Exhibit 99.1 29 July 2013 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY • Establis

APPENDIX I CONDITIONS OF THE ACQUISITION AND THE SCHEME Part A

EX-2.2 Exhibit 2.2 APPENDIX I CONDITIONS OF THE ACQUISITION AND THE SCHEME Part A The Acquisition and Scheme will comply with the Takeover Rules and, where relevant, the rules and regulations of the Exchange Act and the rules and regulations of NYSE and are subject to the terms and conditions set out in this document. The Acquisition and Scheme are governed by the Laws of Ireland and subject to th

Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2013 PERRIGO COMPANY (Exact Name of Registrant as Specified in Charter) MICHIGAN 0-19725 38-2799573 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

CASH BRIDGE CREDIT AGREEMENT dated as of July 28, 2013 BLISFONT LIMITED, as Borrower, THE LENDERS PARTY HERETO, HSBC BANK USA, N.A., as Syndication Agent BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC HSBC SECURITIES (USA) INC. as Join

EX-10.2 6 d574739dex102.htm EX-10.2 Exhibit 10.2 CASH BRIDGE CREDIT AGREEMENT dated as of July 28, 2013 among BLISFONT LIMITED, as Borrower, THE LENDERS PARTY HERETO, HSBC BANK USA, N.A., as Syndication Agent and BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC and HSBC SECURITIES (USA) INC. as Joint Lead Arrangers and Joint Bookrunners Table of Contents Page ARTICLE I Definitions 1 S

Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company

EX-99.2 Exhibit 99.2 Quality Affordable Healthcare Products™ Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company Important Information For Investors And Shareholders This document does not constitute an offer to sell, or an invitation to subscribe for or purchase or purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor sha

Inside Perrigo Article

EX-99.6 12 d574739dex996.htm EX-99.6 Exhibit 99.6 Inside Perrigo Article Today we are announcing that Perrigo and Elan, a life sciences company based in Ireland, have entered into a definitive agreement under which Elan will be acquired by a new holding company incorporated in Ireland. The transaction brings together two great companies to create value for our respective patients, customers and sh

PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY

EX-99.1 Exhibit 99.1 29 July 2013 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PERRIGO COMPANY TO ACQUIRE ELAN CORPORATION, PLC FOR US$8.6 BILLION, ESTABLISHING PREMIER GLOBAL HEALTHCARE COMPANY • Establishes a differentiated platfor

DEBT BRIDGE CREDIT AGREEMENT dated as of July 28, 2013 BLISFONT LIMITED, as Borrower, THE LENDERS PARTY HERETO, HSBC BANK USA, N.A., as Syndication Agent BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC HSBC SECURITIES (USA) INC. as Join

EX-10.1 5 d574739dex101.htm EX-10.1 Exhibit 10.1 DEBT BRIDGE CREDIT AGREEMENT dated as of July 28, 2013 among BLISFONT LIMITED, as Borrower, THE LENDERS PARTY HERETO, HSBC BANK USA, N.A., as Syndication Agent and BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC and HSBC SECURITIES (USA) INC. as Joint Lead Arrangers and Joint Bookrunners Table of Contents Page ARTICLE I Definitions 1 S

EX-2.1

Employee Letter

EX-99.4 10 d574739dex994.htm EX-99.4 Exhibit 99.4 Employee Letter I am pleased to share with you that Perrigo and the life sciences company Elan have entered into a definitive agreement under which Elan will be acquired by a new holding company incorporated in Ireland. The cash and stock transaction is valued at approximately US$8.6 billion. The transaction brings together two great companies to c

2

EX-99.7 13 d574739dex997.htm EX-99.7 Exhibit 99.7 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT PRGO—Perrigo Co to Acquire Elan Corporation PLC Conference Call EVENT DATE/TIME: JULY 29, 2013 / 12:30PM GMT OVERVIEW: On 07/29/13, DRX.I reported that Perrigo Company and Co. have entered into a definitive agreement, under which Co. will be acquired by new holding co. incorporated in Ireland. Cash and

Perrigo Employee Frequently Asked Questions (FAQ)

EX-99.5 Exhibit 99.5 Perrigo Employee Frequently Asked Questions (FAQ) 1. What is the strategic rationale for the transaction? The transaction brings together two great companies to create value for our respective patients, customers and shareholders. The combination creates a global healthcare company with an industry-leading growth profile and the scale and scope to continue building a truly dif

Merger Prospectus - FORM 8-K

425 1 d574739d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2013 PERRIGO COMPANY (Exact Name of Registrant as Specified in Charter) MICHIGAN 0-19725 38-2799573 (State or Other Jurisdiction of Incorporatio

Dated 28 July 2013 ELAN CORPORATION, PLC PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L Goodbody

EX-2.3 Exhibit 2.3 Dated 28 July 2013 ELAN CORPORATION, PLC and PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L Goodbody THIS AGREEMENT is made as a deed on 28 July, 2013 BETWEEN: (1) ELAN CORPORATION, PLC, a public limited company incorporated in Ireland (registered number 30356), with registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (hereinafter called “El

Investor, Analyst and Media FAQ

EX-99.3 9 d574739dex993.htm EX-99.3 Exhibit 99.3 Investor, Analyst and Media FAQ STRATEGIC RATIONALE 1. What is the strategic rationale for the transaction? This transaction combines two great companies to create value for our respective shareholders, patients and customers and will create a global healthcare company with an industry-leading growth profile and the geographic scale and scope to con

Elan Corporation, plc Half-Year Financial Report Six Months Ended 30 June 2013

EX-99.1 Table of Contents Exhibit 99.1 Elan Corporation, plc Half-Year Financial Report Six Months Ended 30 June 2013 Table of Contents Table of Contents Page(s) Half-Year Management Report 1 Unaudited Condensed Consolidated Half-Year Financial Statements 16 Notes to the Unaudited Condensed Consolidated Half-Year Financial Statements 21 U.S. GAAP Information 46 Responsibility Statement 57 Independ

Current Report of Foreign Issuer - FORM 6-K

FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2013 Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address

ELAN REPORTS SECOND QUARTER AND FIRST HALF 2013 FINANCIAL RESULTS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph: 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 ELAN REPORTS SECOND QUARTER AND FIRST HALF 2013 FINANCIAL RESULTS Dublin, Ireland, July 24, 2013 - Elan Corporation, plc (NYSE:ELN) today reported its second q

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

FDA Grant Fast Track Designation to ELND005 for the Treatment of Neuropsychiatric Symptoms in Alzheimer’s Disease

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 FDA Grant Fast Track Designation to ELND005 for the Treatment of Neuropsychiatric Symptoms in Alzheimer’s Disease DUBLIN, IRELAND, July 17, 2013 - Elan Corpora

Elan Announces Webcast of Second Quarter 2013 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt Ph: +44-786-036-1746 Jamie Tully Ph: +1-212-687-8080 Elan Announces Webcast of Second Quarter 2013 Financial Results DUBLIN, IRELAND, July 10, 2013 - Elan Corporation, plc (NYSE: ELN) announced today that it will

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-12.2 Exhibit 12.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Nigel Clerkin, certify that: 1. I have reviewed this annual report on Form 20-F/A of Elan Corporation, plc (the Company). 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.2 Exhibit 13.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F/A for the period ending December 31, 2012 (the “Report”) of Elan Corporation, plc (the Company), as filed with the Securities and Exchange Commission on the date hereof, I, Nigel Clerkin, Executive Vice Preside

- FORM 20-F/A

20-F/A 1 d549969d20fa.htm FORM 20-F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F/A (Amendment No. 1) (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2012 OR ¨ TRANSITION RE

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F/A for the period ending December 31, 2012 (the “Report”) of Elan Corporation, plc (the Company), as filed with the Securities and Exchange Commission on the date hereof, I, G. Kelly Martin, Chief Executive Offi

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-12.1 Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, G. Kelly Martin, certify that: 1. I have reviewed this annual report on Form 20-F/A of Elan Corporation, plc (the Company). 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

Elan Advises Shareholders to withdraw any acceptances of the Royalty Pharma Offer and not to tender any further acceptances into this lapsed offer*

EX-99.(A)(26) 2 t1300163exha26.htm EXHIBIT (A)(26) Exhibit (a)(26) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Advises Shareholders to withdraw any acceptances of the Royalty

ROYALTY PHARMA ANNOUNCES WITHDRAWAL OF JUDICIAL REVIEW AND LAPSE OF OFFER

(a)(1)(PPPP) FOR IMMEDIATE RELEASE ROYALTY PHARMA ANNOUNCES WITHDRAWAL OF JUDICIAL REVIEW AND LAPSE OF OFFER New York – June 18, 2013 – Royalty Pharma announced today that it had withdrawn its request for a judicial review of the Irish Takeover Panel’s decision requiring it to lapse its offer for Elan Corporation, plc (NYSE: ELN) if, among other things, Elan shareholders approved the Share Repurchase Program.

- FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 17 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LUX TWO SARL ECHO ACQUISITIO

ELAN ADVISES SHAREHOLDERS TO WITHDRAW ANY ACCEPTANCES OF THE ROYALTY PHARMA OFFER AND NOT TO TENDER ANY FURTHER ACCEPTANCES INTO THIS LAPSED OFFER*

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN ADVISES SHAREHOLDERS TO WITHDRAW ANY ACCEPTANCES OF THE ROYALTY PHARMA OFFER AND NOT TO TENDER ANY FURTHER ACCEPTANCES

Current Report of Foreign Issuer - FORM 6-K

6-K 1 t13001666k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dub

1

EX-99.A1OOOO 2 dp38975ex-a1oooo.htm EXHIBIT (A)(1)(OOOO) (a)(1)(OOOO) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE ROYALTY PHARMA ANNOUNCES WITHDRAWAL OF JUDICIAL REVIEW AND LAPSE OF OFFER 18 June 2013 New York – June 18,

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

6-K 1 el20130618-6k.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lo

- AMENDMENT NO. 15 TO SCHEDULE 14D-9

SC 14D9/A 1 t1300163sc14d9.htm AMENDMENT NO. 15 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D−9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.0

Elan Corporation, plc Extraordinary General Meeting 17 June 2013 Poll Results by Resolution

EX-99.(A)(27) 3 t1300163exha27.htm EXHIBIT (A)(27) Exhibit (a)(27) Elan Corporation, plc Extraordinary General Meeting 17 June 2013 Poll Results by Resolution No. Resolution Total Voted Vote For Vote Against Vote Withheld(1) 1 THAT the entry by the Company into the Theravance Transaction, (as described and defined in the circular to Elan Shareholders dated 27 May 2013 of which this Notice forms pa

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

- FORM SC TO-T/A

SC TO-T/A 1 dp38974sctota-a16.htm FORM SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 16 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE S

Royalty Pharma Chairman Writes Open Letter to Elan Board Expresses Disappointment at Elan’s Unwillingness to Negotiate Improved Terms in a Recommended Transaction Structured as a Scheme of Arrangement

EX-99.A1KKKK 2 dp38974ex-a1kkkk.htm EXHIBIT (A)(1)(KKKK) Exhibit (a)(1)(KKKK) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE Royalty Pharma Chairman Writes Open Letter to Elan Board Expresses Disappointment at Elan’s Unwill

Elan announces RESULTS OF EGM

Exhibit (a)(25) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan announces RESULTS OF EGM - share repurchase resolution approved - Royalty Pharma hostile bid lapses IN ACCORDANCE WITH ITS TERMS Dublin, Ireland - June 17, 2013 - Elan Corporation, plc (NYSE: ELN) (Elan or the Company) announces that, at its Extraordinary General Meeting held earlier today, shareholders approved the Share Repurchase Program.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

EX-99.A1MMMM 4 dp38974ex-a1mmmm.htm EXHIBIT (A)(1)(MMMM) Exhibit (a)(1)(MMMM) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE ROYALTY PHARMA INFORMS ELAN STOCKHOLDERS ABOUT THE CONSEQUENCES ARISING FROM THE RESULTS OF THE EL

ROYALTY PHARMA INFORMS ELAN STOCKHOLDERS ABOUT THE CONSEQUENCES ARISING FROM THE RESULTS OF THE ELAN EGM EARLIER TODAY

EX-99.A1NNNN 5 dp38974ex-a1nnnn.htm EXHIBIT (A)(1)(NNNN) Exhibit (a)(1)(NNNN) FOR IMMEDIATE RELEASE ROYALTY PHARMA INFORMS ELAN STOCKHOLDERS ABOUT THE CONSEQUENCES ARISING FROM THE RESULTS OF THE ELAN EGM EARLIER TODAY NEW YORK- June 17, 2013- As the Share Repurchase Resolution has been passed at the Elan EGM earlier today, Royalty Pharma’s Offer for Elan Corporation, plc (NYSE: ELN) has lapsed in

Royalty Pharma Chairman Writes Open Letter to Elan Board Expresses Disappointment at Elan’s Unwillingness to Negotiate Improved Terms in a Recommended Transaction Structured as a Scheme of Arrangement

Exhibit (a)(1)(LLLL) Royalty Pharma Chairman Writes Open Letter to Elan Board Expresses Disappointment at Elan’s Unwillingness to Negotiate Improved Terms in a Recommended Transaction Structured as a Scheme of Arrangement New York – June 17, 2013 – Royalty Pharma announced today that Rory Riggs, Chairman and Co-Founder of the Royalty Pharma group, is sending the following open letter to the Board of Directors of Elan Corporation, plc (NYSE:ELN): To the Board of Directors of Elan Corporation: As you know, Elan’s shareholders appear poised to decisively reject the Theravance Transaction and AOP Transaction at today’s EGM*.

ELAN ANNOUNCES RESULTS OF EGM

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN ANNOUNCES RESULTS OF EGM - SHARE REPURCHASE RESOLUTION APPROVED - ROYALTY PHARMA HOSTILE BID LAPSES IN ACCORDANCE WITH

- AMENDMENT NO. 14 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D−9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of C

- AMENDMENT NO. 13 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D−9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of C

Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty Ordinary Shareholders Urged to Vote AGAINST All Four Proposals Today to Allow Royalty Pharma's Offer of $13 per Share Plus an up to $2.50 CVR to Move Forward Royalty Pharma Beli

EX-99.(A)(1)(IIII) 5 dp38967ex-a1iiii.htm EXHIBIT (A)(1)(IIII) Exhibit (a)(1)(IIII) Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty Ordinary Shareholders Urged to Vote AGAINST All Four Proposals Today to Allow Royalty Pharma's Offer of $13 per Share Plus an up to $2.50 CVR to Move Forward Royalty Pharma Believes Sudden Sales Process Announced by Elan Friday, After Not Enga

Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty Ordinary Shareholders Urged to Vote AGAINST All Four Proposals Today to Allow Royalty Pharma’s Offer of $13 per Share Plus an up to $2.50 CVR to Move Forward Royalty Pharma Beli

EX-99.(A)(1)(JJJJ) 6 dp38967ex-a1jjjj.htm EXHIBIT (A)(1)(JJJJ) Exhibit (a)(1)(JJJJ) Royalty Pharma Notes Elan Sales Process Offers Shareholders No Certainty Ordinary Shareholders Urged to Vote AGAINST All Four Proposals Today to Allow Royalty Pharma’s Offer of $13 per Share Plus an up to $2.50 CVR to Move Forward Royalty Pharma Believes Sudden Sales Process Announced by Elan Friday, After Not Enga

ELAN ADS HOLDERS DECISIVELY VOTE AGAINST THERAVANCE AND AOP TRANSACTIONS VOTE OF ORDINARY SHAREHOLDERS MAY DETERMINE WHETHER ROYALTY PHARMA’S OFFER OF $13 IN CASH PLUS AN UP TO $2.50 CVR WILL BE PERMITTED TO PROCEED VOTE “AGAINST” ALL FOUR TRANSACTIO

EX-99.(A)(1)(HHHH) 3 dp38967ex-a1hhhh.htm EXHIBIT (A)(1)(HHHH) Exhibit (a)(1)(HHHH) FOR IMMEDIATE RELEASE ELAN ADS HOLDERS DECISIVELY VOTE AGAINST THERAVANCE AND AOP TRANSACTIONS VOTE OF ORDINARY SHAREHOLDERS MAY DETERMINE WHETHER ROYALTY PHARMA’S OFFER OF $13 IN CASH PLUS AN UP TO $2.50 CVR WILL BE PERMITTED TO PROCEED VOTE “AGAINST” ALL FOUR TRANSACTIONS NEW YORK – June 14, 2013 - Royalty Pharma

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

Elan To Proceed with Formal Sale Process

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan To Proceed with Formal Sale Process · Elan Board authorizes formal sale process to commence · Board and management are

Elan To Proceed with Formal Sale Process

Exhibit (a)(24) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan To Proceed with Formal Sale Process · Elan Board authorizes formal sale process to commence · Board and management

- SC TO-T/A15

SC TO-T/A 1 dp38967sctota-a15.htm SC TO-T/A15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 15 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL

ELAN ADS HOLDERS DECISIVELY VOTE AGAINST THERAVANCE AND AOP TRANSACTIONS VOTE OF ORDINARY SHAREHOLDERS MAY DETERMINE WHETHER ROYALTY PHARMA’S OFFER OF $13 IN CASH PLUS AN UP TO $2.50 CVR WILL BE PERMITTED TO PROCEED VOTE “AGAINST” ALL FOUR TRANSACTIO

EX-99.(A)(1)(GGGG) 2 dp38967ex-a1gggg.htm EXHIBIT (A)(1)(GGGG) Exhibit (a)(1)(GGGG) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE ELAN ADS HOLDERS DECISIVELY VOTE AGAINST THERAVANCE AND AOP TRANSACTIONS VOTE OF ORDINARY SH

- FORM SC TO-T/A

SC TO-T/A 1 dp38939sctota-a14.htm FORM SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 14 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LU

ROYALTY PHARMA ANNOUNCES OFFER MAY LAPSE (BE WITHDRAWN)

Exhibit (a)(1)(FFFF) ROYALTY PHARMA ANNOUNCES OFFER MAY LAPSE (BE WITHDRAWN) NEW YORK – JUNE 13, 2013 - Royalty Pharma today announces that as of 5:30 pm EDT on Wednesday, June 12, 2013 holders of approximately 276 million Elan ADSs (NYSE: ELN), representing more than 70% of the Elan ADSs held in street name, had voted on the Elan proposals.

- FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

ROYALTY PHARMA ANNOUNCES OFFER MAY LAPSE (BE WITHDRAWN)

Exhibit (a)(1)(EEEE) ROYALTY PHARMA ANNOUNCES OFFER MAY LAPSE (BE WITHDRAWN) NEW YORK – JUNE 13, 2013 - Royalty Pharma today announces that as of 5:30 pm EDT on Wednesday, June 12, 2013 holders of approximately 276 million Elan ADSs (NYSE: ELN), representing more than 70% of the Elan ADSs held in street name, had voted on the Elan proposals.

Unresolved SEC Comment

EXHIBIT 99.1 Unresolved SEC Comment In accordance with the provisions of Irish Company Law, in 2012, Elan Corporation, plc (the “Company”) took steps to create income available for distribution. At our Annual General Meeting on May 24, 2012, our shareholders resolved, subject to the approval of the High Court of Ireland, to reduce the share premium account (“APIC”) of the Company by cancelling som

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant?s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Exhibit (a)(1)(VVV) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE Royalty Pharma Acceptances Announcement NEW YORK – June 11, 2013 – In accordance with Rule 17.

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

6-K 1 el20130611-6k.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lo

- AMENDMENT NO. 12 TO SCHEDULE 14D-9

SC 14D9/A 1 t1300131sc14d9a.htm AMENDMENT NO. 12 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.

2

EX-99.(A)(1)(WWW) 4 dp38904ex-a1www.htm EXHIBIT (A)(1)(WWW) Exhibit (a)(1)(WWW) Royalty Pharma Acceptances Announcement NEW YORK – June 11, 2013 – In accordance with Rule 17.1 and Rule 2.9 of the Irish Takeover Rules and Rule 14e-1 of the US Exchange Act, Echo Pharma Acquisition Limited (“Royalty Pharma”) today announced acceptance levels of its Further Increased Offer for Elan Corporation, plc (N

ROYALTY PHARMA FILES JUDICIAL REVIEW PROCEEDINGS

EX-99.(A)(1)(DDDD) 11 dp38904ex-a1dddd.htm EXHIBIT (A)(1)(DDDD) Exhibit (a)(1)(DDDD) ROYALTY PHARMA FILES JUDICIAL REVIEW PROCEEDINGS NEW YORK – JUNE 11, 2013 - Royalty Pharma today announces that it has reluctantly filed judicial review proceedings related to the decision of the Irish Takeover Panel requiring it to lapse its Further Increased Offer in the event that the ELND005 Transaction and /

ROYALTY PHARMA STATEMENT REGARDING WITHDRAWAL OF ELAN LAWSUIT Elan’s US Lawsuit Was Entirely Without Merit, Royalty Pharma Says Voluntary Withdrawal Confirms that Disclosures Have Been Full and Accurate, and Investors Have All Information Needed to C

Exhibit (a)(1)(YYY) ROYALTY PHARMA STATEMENT REGARDING WITHDRAWAL OF ELAN LAWSUIT Elan’s US Lawsuit Was Entirely Without Merit, Royalty Pharma Says Voluntary Withdrawal Confirms that Disclosures Have Been Full and Accurate, and Investors Have All Information Needed to Consider Royalty Pharma’s Increased Tender Offer New York – June 10, 2013 - Royalty Pharma announced today that Elan voluntarily withdrew the lawsuit it had filed on an expedited basis only one week ago in New York federal court.

Elan Issues Open Letter Urging Shareholders to Vote Today IN FAVOR of All Four EGM Resolutions

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Issues Open Letter Urging Shareholders to Vote Today IN FAVOR of All Four EGM Resolutions Dublin, Ireland - June 11, 2

EX-99.(A)(1)(ZZZ)

EX-99.(A)(1)(ZZZ) 7 dp38904ex-a1zzz.htm EXHIBIT (A)(1)(ZZZ) Exhibit (a)(1)(ZZZ) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION For immediate release 11 June 2013 IN ROYALTY PHARMA’S VIEW, ELAN’S EGM CIRCULAR IS MISLEADING AND OMITS KEY INFORMATI

ELAN SHAREHOLDERS FACE AN IMPORTANT DECISION ON JUNE 17TH On June 17, 2013, Elan shareholders will be asked to vote on four proposed resolutions at an Extraordinary General Meeting of Elan shareholders. Royalty Pharma has offered to acquire Elan shar

EX-99.(A)(1)(UUU) 2 dp38904ex-a1uuu.htm EXHIBIT (A)(1)(UUU) Exhibit (a)(1)(UUU) ELAN SHAREHOLDERS FACE AN IMPORTANT DECISION ON JUNE 17TH On June 17, 2013, Elan shareholders will be asked to vote on four proposed resolutions at an Extraordinary General Meeting of Elan shareholders. Royalty Pharma has offered to acquire Elan shares for $13 per share in cash, plus a contingent value right (CVR) of u

/s/ Gregory A. Markel

Exhibit (a)(1)(BBBB) UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ELAN CORPORATION, PLC, Plaintiff, -against- RP MANAGEMENT, LLC, ECHO PHARMA ACQUISITION LIMITED, RPI US PARTNERS, LP, RPI US PARTNERS II, LP, RPI INTERNATIONAL PARTNERS, LP and RPI INTERNATIONAL PARTNERS II, LP, Defendants.

Elan Issues Open Letter Urging Shareholders to Vote Today IN FAVOR of All Four EGM Resolutions

Exhibit (a)(23) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Issues Open Letter Urging Shareholders to Vote Today IN FAVOR of All Four EGM Resolutions Dublin, Ireland - June 11, 2013 - Elan Corporation, plc (NYSE: ELN) (Elan or the Company) today issued a letter urging shareholders to protect the value of their investment in Elan by rejecting Royalty Pharma’s grossly inadequate offer to acquire Elan and by voting FOR all four resolutions in connection with Elan’s fast approaching Extraordinary General Meeting (EGM).

11 June 2013 Further Increased Offer Echo Pharma Acquisition Limited (“Royalty Pharma”) Elan Corporation, plc Shareholder Q&A DO NOT DEVIATE FROM THE Q&A OR OFFER ANY PERSONAL COMMENT This Q&A has been reviewed by the client’s legal and financial adv

EX-99.(A)(1)(CCCC) 10 dp38904ex-a1cccc.htm EXHIBIT (A)(1)(CCCC) Exhibit (a)(1)(CCCC) 11 June 2013 Further Increased Offer By Echo Pharma Acquisition Limited (“Royalty Pharma”) for Elan Corporation, plc (“Elan”) Shareholder Q&A DO NOT DEVIATE FROM THE Q&A OR OFFER ANY PERSONAL COMMENT This Q&A has been reviewed by the client’s legal and financial advisers, and approved by the Takeover Panel. The Q&

-

CORRESP 1 filename1.htm Elan Corporation, plc Treasury Building, Lower Grand Canal St. Dublin 2, Ireland T +353 1 709-4000 F +353 1 709-4700 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant Division of Corporation Finance US Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 USA June 11, 2013 Re: Elan Corporation, plc Form 20-F for Fiscal Year ended December 31, 201

IN ROYALTY PHARMA’S VIEW, ELAN’S EGM CIRCULAR IS MISLEADING AND OMITS KEY INFORMATION THAT ELAN SHAREHOLDERS NEED TO MAKE AN INFORMED DECISION IF ELAN STOCKHOLDERS APPROVE ANY OF THE FOUR PROPOSED TRANSACTIONS, ROYALTY PHARMA WILL BE REQUIRED TO LAPS

Exhibit (a)(1)(AAAA) IN ROYALTY PHARMA’S VIEW, ELAN’S EGM CIRCULAR IS MISLEADING AND OMITS KEY INFORMATION THAT ELAN SHAREHOLDERS NEED TO MAKE AN INFORMED DECISION IF ELAN STOCKHOLDERS APPROVE ANY OF THE FOUR PROPOSED TRANSACTIONS, ROYALTY PHARMA WILL BE REQUIRED TO LAPSE ITS OFFER(i),(ii) ROYALTY PHARMA RECOMMENDS ELAN SHAREHOLDERS VOTE “AGAINST” EACH OF THE ELAN RESOLUTIONS AT THE ELAN EXTRAORDI

ROYALTY PHARMA STATEMENT REGARDING WITHDRAWAL OF ELAN LAWSUIT Elan’s US Lawsuit Was Entirely Without Merit, Royalty Pharma Says Voluntary Withdrawal Confirms that Disclosures Have Been Full and Accurate, and Investors Have All Information Needed to C

EX-99.(A)(1)(XXX) 5 dp38904ex-a1xxx.htm EXHIBIT (A)(1)(XXX) Exhibit (a)(1)(XXX) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE ROYALTY PHARMA STATEMENT REGARDING WITHDRAWAL OF ELAN LAWSUIT Elan’s US Lawsuit Was Entirely Wit

- FORM SC TO-T/A

SC TO-T/A 1 dp38904sctota-a13.htm FORM SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 12 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LU

Royalty Pharma's Increased Offer of $13.00 up to $15.50 (including CVR) per Elan Share Vote Against Each of Elan's Four Proposals 10 June 2013 00 Summary of Royalty Pharma Offer [

EX-99.(A)(1)(PPP) 13 dp38873ex-a1ppp.htm EXHIBIT (A)(1)(PPP) Exhibit (a)(1)(PPP) Royalty Pharma's Increased Offer of $13.00 up to $15.50 (including CVR) per Elan Share Vote Against Each of Elan's Four Proposals 10 June 2013 00 Summary of Royalty Pharma Offer [] $13.00 in cash per share PLUS a contingent value right (CVR)(1) worth between zero and up to $2.50 per share [] CVR pays: [] $1.00 for FDA

ELAN CORPORATION PLC

EX-99.(A)(1)(TTT) 17 dp38873ex-a1ttt.htm EXHIBIT (A)(1)(TTT) Exhibit (a)(1)(TTT) THE HIGH COURT 2013 No 52 IA MONDAY THE 3RD DAY OF JUNE 2013 BEFORE MR JUSTICE HOGAN IN THE MATTER OF AN INTENDED ACTION BETWEEN ELAN CORPORATION PLC INTENDED PLAINTIFF AND ECHO PHARMA ACQUISITION LIMITED INTENDED DEFENDANT Upon Motion of Counsel for the intended Plaintiff made ex parte to the Court this day and upon

Royalty Pharma Urges Elan Shareholders to Vote AGAINST ALL FOUR Elan Resolutions Today ADS Shareholders Have Only Three Days to Vote ISS and Glass Lewis Also Recommend Elan Shareholders Vote AGAINST ALL FOUR Resolutions* Royalty Pharma Will Lapse its

EX-99.(A)(1)(NNN) 11 dp38873ex-a1nnn.htm EXHIBIT (A)(1)(NNN) Exhibit (a)(1)(NNN) Royalty Pharma Urges Elan Shareholders to Vote AGAINST ALL FOUR Elan Resolutions Today ADS Shareholders Have Only Three Days to Vote ISS and Glass Lewis Also Recommend Elan Shareholders Vote AGAINST ALL FOUR Resolutions* Royalty Pharma Will Lapse its Offer if the Resolutions Are Approved1,2 NEW YORK – June 10, 2013 -

Royalty Pharma Urges Elan Shareholders to Vote AGAINST ALL FOUR Elan Resolutions Today ADS Shareholders Have Only Three Days to Vote ISS and Glass Lewis Also Recommend Elan Shareholders Vote AGAINST ALL FOUR Resolutions* Royalty Pharma Will Lapse its

EX-99.(A)(1)(OOO) 12 dp38873ex-a1ooo.htm EXHIBIT (A)(1)(OOO) Exhibit (a)(1)(OOO) Royalty Pharma Urges Elan Shareholders to Vote AGAINST ALL FOUR Elan Resolutions Today ADS Shareholders Have Only Three Days to Vote ISS and Glass Lewis Also Recommend Elan Shareholders Vote AGAINST ALL FOUR Resolutions* Royalty Pharma Will Lapse its Offer if the Resolutions Are Approved1,2 NEW YORK – June 10, 2013 -

ROYALTY PHARMA POSTS INVESTOR PRESENTATION OUTLINING DETAILS OF FURTHER INCREASED OFFER FOR ELAN Urges Shareholders to Vote Against ALL Proposals at Upcoming EGM Early Voting Deadline for ADS Beneficial Holders is this Wednesday at 11:59 PM ET1

Exhibit (a)(1)(QQQ) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE ROYALTY PHARMA POSTS INVESTOR PRESENTATION OUTLINING DETAILS OF FURTHER INCREASED OFFER FOR ELAN Urges Shareholders to Vote Against ALL Proposals at Upcomin

ROYALTY PHARMA POSTS INVESTOR PRESENTATION SUMMARIZING FURTHER INCREASED OFFER FOR ELAN Urges Shareholders to Vote AGAINST ALL PROPOSALS at Upcoming Elan EGM Royalty Pharma Offers Compelling Immediate Value with Continued Upside participation Voting

EX-99.(A)(1)(RRR) 15 dp38873ex-a1rrr.htm EXHIBIT (A)(1)(RRR) Exhibit (a)(1)(RRR) FOR IMMEDIATE RELEASE ROYALTY PHARMA POSTS INVESTOR PRESENTATION SUMMARIZING FURTHER INCREASED OFFER FOR ELAN Urges Shareholders to Vote AGAINST ALL PROPOSALS at Upcoming Elan EGM Royalty Pharma Offers Compelling Immediate Value with Continued Upside participation Voting Deadline for ADS Beneficial Holders in Street N

- AMENDMENT NO. 11 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of C

ROYALTY PHARMA POSTS FURTHER REVISED OFFER DOCUMENT IN OFFER FOR ELAN CORPORATION, PLC ("ELAN")

EX-99.(A)(1)(LLL) 9 dp38873ex-a1lll.htm EXHIBIT (A)(1)(LLL) Exhibit (a)(1)(LLL)  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 10 June 2013 ROYALTY PHARMA POSTS FURTHER REVISED OFFER DOCUMENT IN OFFER FOR ELAN CORPORATION

10 June 2013

Exhibit (a)(1)(EEE) 10 June 2013 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

6-K 1 el20130610-6k2.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, L

- SC TO-T/A

SC TO-T/A 1 dp38873sctota-a12.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 12 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LUX TWO

THE HIGH COURT

EX-99.(A)(1)(SSS) 16 dp38873ex-a1sss.htm EXHIBIT (A)(1)(SSS) Exhibit (a)(1)(SSS) THE HIGH COURT 2013 No. [5600P] ELAN CORPORATION PLC Plaintiff and ECHO PHARMA ACQUISITION LIMITED Defendant PLENARY SUMMONS To the Defendant, Echo Pharma Acquisition Limited, with a registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland. This Plenary Summons is to require that within eight days after the

FURTHER REVISED LETTER TO CLIENTS FURTHER INCREASED OFFER For All Ordinary Shares (Including Ordinary Shares Represented by American Depositary Shares) of ELAN CORPORATION, PLC by ECHO PHARMA ACQUISITION LIMITED

EX-99.(A)(1)(JJJ) 7 dp38873ex-a1jjj.htm EXHIBIT (A)(1)(JJJ) Exhibit (a)(1)(JJJ) FURTHER REVISED LETTER TO CLIENTS FURTHER INCREASED OFFER For All Ordinary Shares (Including Ordinary Shares Represented by American Depositary Shares) of ELAN CORPORATION, PLC by ECHO PHARMA ACQUISITION LIMITED THE FURTHER INCREASED OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 A.M. (NEW YORK CITY TIME) / 1:

Elan Withdraws Lawsuit – Royalty Pharma Made Significant Additional Disclosure

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Withdraws Lawsuit – Royalty Pharma Made Significant Additional Disclosure Dublin, Ireland – June 10, 2013 – Elan Corpo

FURTHER REVISED ADS LETTER OF TRANSMITTAL To Tender Ordinary Shares represented by American Depositary Shares (ADSs) of ELAN CORPORATION, PLC pursuant to the Further Increased Offer dated June 10, 2013 by ECHO PHARMA ACQUISITION LIMITED

Exhibit (a)(1)(HHH) THIS DOCUMENT AND THE FURTHER REVISED OFFER DOCUMENT ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

FURTHER REVISED FORM OF ACCEPTANCE AND AUTHORITY Further Increased Offer ECHO PHARMA ACQUISITION LIMITED ELAN CORPORATION, PLC (the Further Increased Offer)

EX-99.(A)(1)(FFF) 3 dp38873ex-a1fff.htm EXHIBIT (A)(1)(FFF) Exhibit (a)(1)(FFF) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser who, if you are resident in I

This announcement is neither an offer to purchase nor a solicitation of an offer to sell ordinary shares, of €0.05 each (“Elan Shares”), of Elan Corporation, plc, a public limited company incorporated under the laws of Ireland (“Elan”), including Ela

EX-99.(A)(1)(KKK) 8 dp38873ex-a1kkk.htm EXHIBIT (A)(1)(KKK) Exhibit (a)(1)(KKK) This announcement is neither an offer to purchase nor a solicitation of an offer to sell ordinary shares, of €0.05 each (“Elan Shares”), of Elan Corporation, plc, a public limited company incorporated under the laws of Ireland (“Elan”), including Elan Shares represented by American depositary shares (“Elan ADSs”), and

ROYALTY PHARMA POSTS FURTHER REVISED OFFER DOCUMENT IN OFFER FOR ELAN CORPORATION, PLC (“ELAN”)

EX-99.(A)(1)(MMM) 10 dp38873ex-a1mmm.htm EXHIBIT (A)(1)(MMM) Exhibit (a)(1)(MMM) FOR IMMEDIATE RELEASE ROYALTY PHARMA POSTS FURTHER REVISED OFFER DOCUMENT IN OFFER FOR ELAN CORPORATION, PLC (“ELAN”) NEW YORK- June 10, 2013- Following its announcement on 7 June 2013, Echo Pharma Acquisition Limited ("Royalty Pharma") has today issued a further revised offer document dated 10 June 2013 (the “Further

FURTHER REVISED LETTER TO BROKERS, DEALERS, ETC. FURTHER INCREASED OFFER For All Ordinary Shares (Including Ordinary Shares Represented by American Depositary Shares) of ELAN CORPORATION, PLC by ECHO PHARMA ACQUISITION LIMITED

EX-99.(A)(1)(III) 6 dp38873ex-a1iii.htm EXHIBIT (A)(1)(III) Exhibit (a)(1)(III) FURTHER REVISED LETTER TO BROKERS, DEALERS, ETC. FURTHER INCREASED OFFER For All Ordinary Shares (Including Ordinary Shares Represented by American Depositary Shares) of ELAN CORPORATION, PLC by ECHO PHARMA ACQUISITION LIMITED THE FURTHER INCREASED OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 A.M. (NEW YORK

Elan Board Of Directors Unanimously And Without Reservation Rejects Royalty Pharma's Revised Tender Offer

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Board Of Directors Unanimously And Without Reservation Rejects Royalty Pharma's Revised Tender Offer · Royalty Pharma

Elan Withdraws Lawsuit – Royalty Pharma Made Significant Additional Disclosure

Exhibit (a)(22) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Withdraws Lawsuit – Royalty Pharma Made Significant Additional Disclosure Dublin, Ireland – June 10, 2013 – Elan Corporation, plc (NYSE: ELN) (Elan) today announced a successful result in the litigation Elan commenced one week ago in the United States District Court for the Southern District of New York (the “Court”) to compel corrective disclosure in Royalty Pharma’s tender offer documents.

Elan Board Of Directors Unanimously And Without Reservation Rejects Royalty Pharma's Revised Tender Offer

EX-99.(A)(21) 2 t1300128ex-a21.htm EXHIBIT (A)(21) Exhibit (a)(21) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Board Of Directors Unanimously And Without Reservation Rejects R

FURTHER REVISED FORM OF ACCEPTANCE AND AUTHORITY Further Increased Offer ECHO PHARMA ACQUISITION LIMITED ELAN CORPORATION, PLC (the Further Increased Offer) Acceptance of the Further Increased Offer should be received by no later than 1:00 p.m. on 24

EX-99.(A)(1)(GGG) 4 dp38873ex-a1ggg.htm EXHIBIT (A)(1)(GGG) Exhibit (a)(1)(GGG) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser who, if you are resident in I

- FORM SC TO-T/A

SC TO-T/A 1 dp38852sctota-a11.htm FORM SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 11 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LU

Elan’s Response to Royalty Pharma Announcement

Exhibit (a)(20) FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan’s Response to Royalty Pharma Announcement Dublin, Ireland – June 7 , 2013 - The Board of Elan Corporation, plc (NYSE : ELN) (Elan) notes today’s announcement regarding the revised offer by Echo Pharma Acquisition Limited (“Royalty Pharma”) to acquire Elan's shares under Rule 2.

ROYALTY PHARMA ANNOUNCES FURTHER INCREASED OFFER FOR ELAN OF US$13.00 IN CASH PLUS A CONTINGENT VALUE RIGHT OF UP TO US$2.50 PER SHARE1

EX-99.(A)(1)(WW) 4 dp38852ex-a1ww.htm EXHIBIT (A)(1)(WW) Exhibit (a)(1)(WW) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION For immediate release – 7 June 2013 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM AN

EX-99.(A)(1)(ZZ)

EX-99.(A)(1)(ZZ) 7 dp38743ex-a1zz.htm EXHIBIT (A)(1)(ZZ) Exhibit (a)(1)(ZZ)

Elan’s Response to Royalty Pharma Announcement

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan’s Response to Royalty Pharma Announcement Dublin, Ireland – June 7 , 2013 - The Board of Elan Corporation, plc (NYSE :

SENIOR SECURED BRIDGE CREDIT AGREEMENT dated as of [________ __], 2013 ROYALTY PHARMA INVESTMENTS, as the Borrower, CERTAIN AFFILIATES OF ROYALTY PHARMA INVESTMENTS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF A

EX-99.(B)(7) 12 dp38743ex-b7.htm EXHIBIT (B)(7) Exhibit (b)(7) Published CUSIP Number [] SENIOR SECURED BRIDGE CREDIT AGREEMENT dated as of [ ], 2013 among ROYALTY PHARMA INVESTMENTS, as the Borrower, CERTAIN AFFILIATES OF ROYALTY PHARMA INVESTMENTS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N

Royalty Pharma Acceptances Announcement

EX-99.(A)(1)(VV) 3 dp38852ex-a1vv.htm EXHIBIT (A)(1)(VV) Exhibit (a)(1)(VV) Royalty Pharma Acceptances Announcement NEW YORK – June 07, 2013 – In accordance with Rule 17.1 and Rule 2.9 of the Irish Takeover Rules and Rule 14e-1 of the US Exchange Act, Echo Pharma Acquisition Limited (“Royalty Pharma”) today announced acceptance levels of its Increased Offer for Elan Corporation (NYSE: ELN). Backgr

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

6-K 1 el20130607-6k.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lo

Echo Pharma Acquisition Ltd

EX-99.(A)(1)(YY) 6 dp38743ex-a1yy.htm EXHIBIT (A)(1)(YY) Exhibit (a)(1)(YY) Echo Pharma Acquisition Ltd To the Shareholders and ADS Holders of Elan Corporation, plc: On 2 May 2013, Echo Pharma Acquisition Limited (“we” or “our”) commenced a tender offer to purchase all of the outstanding ordinary shares of Elan Corporation, plc (“Elan”), including those ordinary shares represented by American depo

v.

EX-99.(A)(1)(DDD) 11 dp38852ex-a1ddd.htm EXHIBIT (A)(1)(DDD) Exhibit (a)(1)(DDD) UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ELAN CORPORATION, PLC Plaintiff, Case No. 13-cv-3758 v. ORDER TO SHOW CAUSE FOR PRELIMINARY INJUNCTION, TEMPORARY RESTRAINING ORDER, AND EXPEDITED DISCOVERY RP MANAGEMENT, LLC, ECHO PHARMA CQUISITION LIMITED, RPI US PARTNERS, LP, RPI US PARTNERS II, LP, RPI IN

AMENDED AND RESTATED CREDIT AGREEMENT dated as of [________ __], 2013 RPI FINANCE TRUST, as the Borrower, CERTAIN AFFILIATES OF RPI FINANCE TRUST FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Ad

EX-99.(B)(8) 13 dp38743ex-b8.htm EXHIBIT (B)(8) Exhibit (b)(8) Published CUSIP Number [74966UAF7difr] (5¼ Year Term Facility) Published CUSIP Number [74966UAE0difr] (6¾ Year Term Facility) Published CUSIP Number [74966UAD2difr] (New Term Facility) Published CUSIP Number [] (Acquisition Term Facility) AMENDED AND RESTATED CREDIT AGREEMENT dated as of [ ], 2013 among RPI FINANCE TRUST, as the Borrow

Royalty Pharma Acceptances Announcement

EX-99.(A)(1)(UU) 2 dp38852ex-a1uu.htm EXHIBIT (A)(1)(UU) Exhibit (a)(1)(UU) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE Royalty Pharma Acceptances Announcement NEW YORK – June 07, 2013 – In accordance with Rule 17.1 and

CONTINGENT VALUE RIGHTS AGREEMENT

EX-99.(A)(1)(BBB) 9 dp38743ex-a1bbb.htm EXHIBIT (A)(1)(BBB) Exhibit (a)(1)(BBB) Execution Version CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of June 7, 2013 (this “Agreement”), is entered into by and among ECHO PHARMA ACQUISITION LIMITED, a private company incorporated under the laws of Ireland (the “Buyer”), and The Colbent Corporation, as Rights Agent (the

- AMENDMENT NO. 10 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D−9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of C

Extraordinary General Meeting of Elan Corporation, plc (the “Company”) – 17 June 2013 The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on 13 June 2013, for action to be t

Exhibit (a)(1)(AAA) Extraordinary General Meeting of Elan Corporation, plc (the “Company”) – 17 June 2013 The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.

NATURE OF THE ACTION

EX-99.(A)(1)(CCC) 10 dp38743ex-a1ccc.htm EXHIBIT (A)(1)(CCC) Exhibit (a)(1)(CCC) UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ELAN CORPORATION, PLC, Plaintiff, Case No. 13-cv- v. RP MANAGEMENT, LLC, ECHO PHARMA ACQUISITION LIMITED, RPI US PARTNERS, LP, RPI US PARTNERS II, LP, RPI INTERNATIONAL PARTNERS, LP and RPI INTERNATIONAL PARTNERS II, LP, Defendants. COMPLAINT Plaintiff Elan Co

Royalty Pharma Increases Offer to Acquire Elan to $13.00 Per Share in Cash Plus a Contingent Value Right of Up to $2.50 Per Share

EX-99.(A)(1)(XX) 5 dp38743ex-a1xx.htm EXHIBIT (A)(1)(XX) Exhibit (a)(1)(XX) Royalty Pharma Increases Offer to Acquire Elan to $13.00 Per Share in Cash Plus a Contingent Value Right of Up to $2.50 Per Share CVR Allows Shareholders to Participate in Tysabri Royalty Upside for all Indications and Cash Flows, Pre- and Post-Patent Expiration Offer Represents Premium of 56% to 97% to Elan’s Undisturbed

- FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No.

Royalty Pharma Announces Extension of its Increased Offer

EX-99.(A)(1)(TT) 3 dp38831ex-a1tt.htm EXHIBIT (A)(1)(TT) Exhibit (a)(1)(TT) FOR IMMEDIATE RELEASE Royalty Pharma Announces Extension of its Increased Offer NEW YORK - June 6, 2013 - Royalty Pharma today announces that the closing date for its Increased Offer made for Elan Corporation, plc (NYSE: ELN) on 23 May 2013 is being extended until 1:00 p.m. (Irish time) / 8:00 a.m. (New York City time) on

- AMENDMENT NO. 9 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D−9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of Cl

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

Elan Injunction: ROYALTY PHARMA ISSUES GROSSLY MISLEADING STATEMENT ELAN TO PURSUE ROYALTY PHARMA'S MISREPRESENTATIONS AND LACK OF DISCLOSURE WITH RELEVANT AUTHORITIES US DISTRICT COURT ISSUES TEMPORARY RESTRAINING ORDER

EX-99.(A)(17) 2 t1300123-ex99a17.htm EXHIBIT (A)(17) Exhibit (a)(17) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Injunction: ROYALTY PHARMA ISSUES GROSSLY MISLEADING STATEMENT ELA

Elan’s response to irish takeover panel rulings

EX-99.(A)(18) 2 t1300125-exa18.htm EXHIBIT (A)(18) Exhibit (a)(18) For Immediate Release Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: + 44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: + 1-212-687-8080 Elan’s response to irish takeover panel rulings · Royalty pharma MU

Royalty Pharma Announces Extension of its Increased Offer

EX-99.(A)(1)(SS) 2 dp38831ex-a1ss.htm EXHIBIT (A)(1)(SS) Exhibit (a)(1)(SS) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 6 June 2013 Royalty Pharma Announces Extension of its Increased Offer Royalty Pharma today announces

CORPORATE PARTICIPANTS

EX-99.(A)(19) 3 t1300125-exa19.htm EXHIBIT (A)(19) Exhibit (a)(19) JUNE 05, 2013 / 01:30PM GMT, DRX.I - Elan Corporation, PLC at Jefferies Global Healthcare Conference CORPORATE PARTICIPANTS Kelly Martin Elan Corporation - CEO CONFERENCE CALL PARTICIPANTS Corey Davis Jefferies & Company - Analyst PRESENTATION Corey Davis - Jefferies & Company - Analyst Thanks for coming. I'm Corey Davis. I cover s

ELAN’S RESPONSE TO IRISH TAKEOVER PANEL RULINGS ● ROYALTY PHARMA MUST LAPSE OFFER IF ANY OF THE EGM RESOLUTIONS ARE PASSED ● ROYALTY PHARMA PROXY STATEMENT BREACHED TAKEOVER RULES

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: + 44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: + 1-212-687-8080 ELAN’S RESPONSE TO IRISH TAKEOVER PANEL RULINGS ● ROYALTY PHARMA MUST LAPSE OFFER IF ANY OF THE EGM RESOLUTIONS ARE PASSE

- AMENDMENT NO. 8 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of Cl

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2013 Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of princ

ELAN AWARDED INJUNCTION AGAINST ROYALTY PHARMA IN IRELAND Elan fILES Temporary Restraining Order AGAINST ROYALTY PHARMA IN US

EX-99.(A)(14) 2 t1300118exa14.htm EXHIBIT (A)(14) Exhibit (a)(14) For Immediate Release Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN AWARDED INJUNCTION AGAINST ROYALTY PHARMA IN IRELAND Elan fILES Tempo

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

6-K 1 el20130605-6k.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lo

Time Sensitive Materials Depositary's Notice of Extraordinary General Meeting of ELAN CORPORATION, PLC (the “Company”) June 17, 2013 To be counted, your Voting Instructions need to be received by the Depositary prior to 3:00 P.M. (New York City time)

EX-99.(A)(16) 4 t1300118exa16.htm EXHIBIT (A)(16) Exhibit (a)(16) Time Sensitive Materials Depositary's Notice of Extraordinary General Meeting of ELAN CORPORATION, PLC (the “Company”) June 17, 2013 To be counted, your Voting Instructions need to be received by the Depositary prior to 3:00 P.M. (New York City time) on June 13, 2013. ADSs: American Depositary Shares (“ADSs”), some of which are evid

ELAN INJUNCTION; ROYALTY PHARMA ISSUES GROSSLY MISLEADING STATEMENT ELAN TO PURSUE ROYALTY PHARMA'S MISREPRESENTATIONS AND LACK OF DISCLOSURE WITH RELEVANT AUTHORITIES US DISTRICT COURT ISSUES TEMPORARY RESTRAINING ORDER

EX-99.1 2 el20130605-ex991.htm PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN INJUNCTION; ROYALTY PHARMA ISSUES GROSSLY MISLEADING STATEMENT ELAN TO PURSUE

- AMENDMENT NO. 7 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of Cl

ELAN ANNOUNCES OUTCOME OF IRISH HIGH COURT INJUNCTION

EX-99.(A)(15) 3 t1300118exa15.htm EXHIBIT (A)(15) Exhibit (a)(15) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN ANNOUNCES OUTCOME OF IRISH HIGH COURT INJUNCTION · ROYALTY PHARMA TO

- FORM SC TO-T/A AMENDMENT NO. 9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No.

ROYALTY PHARMA STATEMENT REGARDING ELAN LAW SUITS Royalty Pharma Deplores What it Believes are Efforts by Elan to Deprive Shareholders of an Opportunity to Consider Royalty Pharma Offer Elan Withdraws Law Suit in Ireland After Court Confirms Jurisdic

Exhibit (a)(1)(RR) ROYALTY PHARMA STATEMENT REGARDING ELAN LAW SUITS Royalty Pharma Deplores What it Believes are Efforts by Elan to Deprive Shareholders of an Opportunity to Consider Royalty Pharma Offer Elan Withdraws Law Suit in Ireland After Court Confirms Jurisdiction of Irish Takeover Panel Elan Law Suit in the United States is Entirely Without Merit, Royalty Pharma Says New York - June 5, 2013 - Royalty Pharma announced today that on Tuesday, June 4, 2013, Elan withdrew a lawsuit it had filed on an emergency basis only the previous day.

Current Report of Foreign Issuer -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN ANNOUNCES OUTCOME OF IRISH HIGH COURT INJUNCTION ● ROYALTY PHARMA TO REFRAIN FROM PUBLISHING ITS PROXY STATEMENT TO SHAREH

Investor Relations: Media Relations: Chris Burns Emer Reynolds Ph: 800-252-3526 Ph: + 353-1-709-4022 David Marshall Jonathan Birt/FTI Counseling Ph: + 353-1-709-4444 Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations: Chris Burns Emer Reynolds Ph: 800-252-3526 Ph: + 353-1-709-4022 David Marshall Jonathan Birt/FTI Counseling Ph: + 353-1-709-4444 Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN AWARDED INJUNCTION AGAINST ROYALTY PHARMA IN IRELAND ELAN FILES TEMPORARY RESTRAINING ORDER AGAINST ROYALTY PHARMA IN US

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

- FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 8 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LUX TWO SARL ECHO ACQUISITION

ISS Recommends Shareholders Vote AGAINST All Elan Proposed Transactions Royalty Pharma Urges Shareholders to Follow the Recommendations of ISS and Vote AGAINST Elan’s Proposed Acquisition of Theravance and AOP, the Divestment of ELN005, As Well As it

Exhibit (a)(1)(QQ) ISS Recommends Shareholders Vote AGAINST All Elan Proposed Transactions Royalty Pharma Urges Shareholders to Follow the Recommendations of ISS and Vote AGAINST Elan’s Proposed Acquisition of Theravance and AOP, the Divestment of ELN005, As Well As its $200 Million Share Buyback Leading Independent Shareholder Advisory Firm Says Royalty Pharma Offer “Appears to Offer More Value f

Elan Issues Response Document Further Detailing Inadequacy of Royalty Pharma's Revised Offer Royalty Pharma's Revised Offer Grossly Undervalues Elan's Tysabri and Cash Value alone Royalty Pharma's Revised Offer - Misleading and Simplistic1

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Issues Response Document Further Detailing Inadequacy of Royalty Pharma's Revised Offer Royalty Pharma's Revised Offer Gro

Elan Issues Response Document Further Detailing Inadequacy of Royalty Pharma's Revised Offer Royalty Pharma's Revised Offer Grossly Undervalues Elan's Tysabri and Cash Value alone Royalty Pharma's Revised Offer - Misleading and Simplistic1

EX-99.(A)(13) 3 t1300115exa13.htm EXHIBIT (A)(13) Exhibit (a)(13) FOR IMMEDIATE RELEASE Investor Relations: Chris Burns Ph: 800-252-3526 David Marshall Ph:+ 353-1-709-4444 Media Relations: Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Issues Response Document Further Detailing Inadequacy of Royalty Phar

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of pri

- AMENDMENT NO. 6 TO SCHEDULE 14D-9

SC 14D9/A 1 t1300115sc14d9a.htm AMENDMENT NO. 6 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05

FURTHER REASONS TO REJECT THE WHOLLY INADEQUATE REVISED ROYALTY PHARMA OFFER

EX-99.(A)(12) 2 t1300015exa12.htm EXHIBIT (A)(12) Exhibit (a)(12) FURTHER REASONS TO REJECT THE WHOLLY INADEQUATE REVISED ROYALTY PHARMA OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or

Form of Proxy GREEN Proxy Card Your proxy is being solicited by Echo Pharma Acquisition Limited ("Royalty

Exhibit (a)(1)(LL) Form of Proxy GREEN Proxy Card Your proxy is being solicited by Echo Pharma Acquisition Limited ("Royalty Pharma") for use at the Extraordinary General Meeting of Elan Corporation, plc to be held at the O'Callaghan Davenport Hotel, 8/10 Merrion Street Lower, Dublin 2, Ireland at 10:00 a.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

EX-99.(A)(1)(NN) 5 dp38614ex-a1nn.htm EXHIBIT (A)(1)(NN) Exhibit (a)(1)(NN) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION For immediate release 31 May 2013 ROYALTY PHARMA RESPONDS TO ELAN’S TYSABRI VALUATION Royalty Pharma is today issuing a pr

Royalty Pharma's Response to Elan's Tysabri Valuation [GRAPHIC OMITTED] 31 May 2013 Response to Elan's Valuation of 29 May 2013

Exhibit (a)(1)(PP) Royalty Pharma's Response to Elan's Tysabri Valuation [GRAPHIC OMITTED] 31 May 2013 Response to Elan's Valuation of 29 May 2013 cov Elan's Valuation of Tysabri is Far Too High* - [] Elan's Tysabri valuation "analysis" provides limited detail and relies only selectively on consensus numbers* [] Elan's valuation assumptions are above full street consensus estimates and do not reflect a balanced risk assessment even if one believes in Tysabri (as we do)* [] Elan asks shareholders to imagine a very hypothetical world where Elan is not laden with substantial expenses and is not funding expensive late-stage development programs (i.

ISS Presentation May 30, 2013

Exhibit (a)(11) ISS Presentation May 30, 2013 Agenda 1. Introduction 2. Tysabri As An Asset 3. Incremental Strategic Transactions A. Theravance Royalty Portfolio B. AOP & Newbridge C. Speranza Therapeutics 4. Capital Structure Discipline 5. Royalty Pharma Specifics - 2 - 1. Introduction Introduction Our objectives….. ► P&L Growth: Self Funding To Support Long Cycle Business ► Establish Optionality

Echo Pharma Acquisition Ltd

EX-99.(A)(1)(KK) 2 dp38614ex-a1kk.htm EXHIBIT (A)(1)(KK) Exhibit (a)(1)(KK) Echo Pharma Acquisition Ltd To the Shareholders and ADS Holders of Elan Corporation, plc: On 2 May 2013, Echo Pharma Acquisition Limited (“we” or “our”) commenced a tender offer to purchase all of the outstanding ordinary shares of Elan Corporation, plc (“Elan”), including those ordinary shares represented by American depo

Extraordinary General Meeting of Elan Corporation, plc (the “Company”) – 17 June 2013 The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on 13 June 2013, for action to be t

EX-99.(A)(1)(MM) 4 dp38614ex-a1mm.htm EXHIBIT (A)(1)(MM) Exhibit (a)(1)(MM) Extraordinary General Meeting of Elan Corporation, plc (the “Company”) – 17 June 2013 The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on 13 June 2013, for action to be taken To submit a voting instruction by mail, mark, sign date and return th

- AMENDMENT NO. 5 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05 each (Title of Class of Securities) G29539106 (CUSIP Number of Cl

ROYALTY PHARMA RESPONDS TO ELAN’S TYSABRI VALUATION

EX-99.(A)(1)(OO) 6 dp38614ex-a1oo.htm EXHIBIT (A)(1)(OO) Exhibit (a)(1)(OO) For immediate release ROYALTY PHARMA RESPONDS TO ELAN’S TYSABRI VALUATION NEW YORK – 31 May 2013 – Royalty Pharma is today issuing a presentation outlining why it believes Elan’s (NYSE: ELN) valuation of Tysabri, as set out in materials released by Elan on 29 May 2013, is far too high. The presentation may be found at http

- FORM SC TO-T/A

SC TO-T/A 1 dp38614sctota-a7.htm FORM SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 7 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SAR

ROYALTY PHARMA RESPONSE TO ELAN’S “CATEGORICAL VIEW ON VALUE”

EX-99.(A)(1)(II) 3 dp38581a1ii.htm EXHIBIT (A)(1)(II) Exhibit (a)(1)(II) ROYALTY PHARMA RESPONSE TO ELAN’S “CATEGORICAL VIEW ON VALUE” NEW YORK – 30 May 2013 – Commenting on Elan’s (NYSE: ELN) announcement of last night, Pablo Legorreta, Chief Executive Officer of Royalty Pharma, said: “In its announcement, Elan’s Board makes the unrealistic claim that the Tysabri royalty it owns is worth between

Elan Provides Shareholders with Categorical View on Value

EX-99.(A)(10) 87 t1300109ex-a10.htm EXHIBIT (A)(10) Exhibit (a)(10) FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 Elan Provides Shareholders with Categorical View on Value § The under

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of prin

- AMENDMENT NO. 4 TO SCHEDULE 14D-9

SC 14D9/A 1 t1300109-14d9a.htm AMENDMENT NO. 4 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) ELAN CORPORATION, PLC (Name of Subject Company) ELAN CORPORATION, PLC (Names of Person Filing Statement) Ordinary Shares, par value €0.05

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

EX-99.(A)(1)(HH) 2 dp38581a1hh.htm EXHIBIT (A)(1)(HH) (a)(1)(HH) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION For immediate release 30 May 2013 RESPONSE TO ELAN’S “CATEGORICAL VIEW ON VALUE” Commenting on Elan’s announcement of last night, Pab

ELAN TO PRESENT AT THE JEFFERIES 2013 GLOBAL HEALTHCARE CONFERENCE

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN TO PRESENT AT THE JEFFERIES 2013 GLOBAL HEALTHCARE CONFERENCE DUBLIN, Ireland – May 30, 2013 - Elan Corporation, plc (NY

- EXHIBIT SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 6 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LUX TWO SARL ECHO ACQUISITION

SHARE PURCHASE AGREEMENT by and between Dr. Rudolf Stefan Widmann born 24.03.1957 Wintergasse 85/1b 3002 Purkersdorf (the "Seller") ON THE ONE HAND SASR Neunundvierzigste Beteiligungsverwaltung GmbH FN 395723 x Tuchlauben 17 1010 Vienna (the "Purchas

EX-99.(A)(6) 2 t1300109ex99a6.htm EXHIBIT (A)(6) Exhibit (a)(6) SHARE PURCHASE AGREEMENT by and between Dr. Rudolf Stefan Widmann born 24.03.1957 Wintergasse 85/1b 3002 Purkersdorf (the "Seller") ON THE ONE HAND and SASR Neunundvierzigste Beteiligungsverwaltung GmbH FN 395723 x Tuchlauben 17 1010 Vienna (the "Purchaser 1") and Elan Corporation, plc Registered number 30356 Treasury Building Lower G

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

EX-99.(A)(1)(JJ) 4 dp38581a1jj.htm EXHIBIT (A)(1)(JJ) (a)(1)(JJ) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION For immediate release 30 May 2013 STATEMENT REGARDING ROYALTY PHARMA OFFER FOR ELAN In its announcement dated 30 May 2013 recommendin

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May, 2013. Commission File Number 001-13896 Elan Corporation, plc (Translation of registrant’s name into English) Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (Address of prin

ELAN PROVIDES SHAREHOLDERS WITH CATEGORICAL VIEW ON VALUE

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations: Media Relations Chris Burns Ph: + 1-800-252-3526 David Marshall Ph:+ 353-1-709-4444 Emer Reynolds Ph: + 353-1-709-4022 Jonathan Birt/FTI Consulting Ph: +44-751-559-7858 Jamie Tully/Sard Verbinnen & Co Ph: +1-212-687-8080 ELAN PROVIDES SHAREHOLDERS WITH CATEGORICAL VIEW ON VALUE § The underlying value of Tysabri is $11.85 per share1. The upside

ROYALTY PHARMA RECOMMENDS ELAN SHAREHOLDERS VOTE “NO” ON EACH OF THE ELAN RESOLUTIONS AT THE ELAN EXTRAORDINARY GENERAL MEETING Elan’s proposed transactions offer no coherent strategy and are not in the best interests of Elan or its shareholders Roya

Exhibit (a)(1)(GG) ROYALTY PHARMA RECOMMENDS ELAN SHAREHOLDERS VOTE “NO” ON EACH OF THE ELAN RESOLUTIONS AT THE ELAN EXTRAORDINARY GENERAL MEETING Elan’s proposed transactions offer no coherent strategy and are not in the best interests of Elan or its shareholders Royalty Pharma’s offer will lapse if either the Theravance Transaction or the AOP acquisition is approved New York - 29 May 2013 - Royalty Pharma announces its recommendation that the shareholders of Elan Corporation, plc (NYSE: ELN) vote “NO” on each of the four proposals offered by Elan at its upcoming extraordinary general meeting on June 17, 2013.

- FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 5 ELAN CORPORATION, PLC (Name of Subject Company (Issuer)) ECHO PHARMA ACQUISITION LIMITED (Names of Filing Persons (Offeror)) ECHO ACQUISITION LUX THREE SARL ECHO ACQUISITION LUX TWO SARL ECHO ACQUISITION

ELAN CORPORATION, PLC AND SUBSIDIARIES

EX-99.2 3 d544284dex992.htm EX-99.2 Exhibit 99.2 ELAN CORPORATION, PLC AND SUBSIDIARIES CAPITALIZATION Tysabri Transaction On February 6, 2013, Elan Corporation, plc (“Elan”) announced that it had agreed to transfer to Biogen Idec International Holding Ltd., an affiliate of Biogen Idec Inc. (“Biogen Idec”), all of Elan’s interest in the intellectual property and other assets related to the develop