Elan Corp. sued Royalty Pharma AG in Manhattan federal court seeking to halt what it called a “coercive” tender offer that gives stockholders until June 6 to determine whether or not to waive their shares.
Elan alleged in a complaint filed today that Royalty Pharma has made “material misrepresentations” in its revised tender offer, saying “shareholders who do not tender their shares may find themselves trapped in a company under Royalty Pharma’s control.”
Royalty Pharma offered to buy Dublin-based Elan for about $6.5 billion, or $11 an American depositary receipt, Elan Chief Executive Officer Kelly Martin said in March. Elan is asking the court for declaratory and injunctive relief to prevent Royalty Pharma from proceeding with the offer, according to the complaint.
“Unless promptly enjoined, Royalty Pharma’s material misrepresentations and omissions will deny Elan’s shareholders the opportunity to properly and meaningfully evaluate Royalty Pharma’s lowball revised tender offer and deliver the company into Royalty Pharma’s hands at an unfair and inadequate price,” according to the filing.
Elan said in a statement today that it received an injunction from the Irish High Court restraining Royalty Pharma’s bid vehicle from distributing a proxy to shareholders. That ruling couldn’t immediately be independently confirmed in court records.
With a portfolio of 37 approved and marketed products, New York-based Royalty Pharma calls itself the world’s largest investor in pharmaceutical royalties.
George Lloyd, a spokesman for the company, didn’t immediately return a voice-mail message left at his office seeking comment about the complaint.
The case is Elan Corp. (ELN:US) v. RP Management LLC, 13-CV-3758, U.S. District Court, Southern District of New York (Manhattan).
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