Lipo news.
elan.ie
Dublin, Ireland, May 12, 2000 -- Elan Corporation, plc
(NYSE: ELN) ('Elan') announced today that it has completed
its previously announced acquisition of The Liposome
Company, Inc. (NASDAQ: LIPO) ('Liposome') following
approval by the stockholders of Liposome on Friday, May 12,
2000. The transaction represents a strategic step for Elan
into the oncology market and will be a platform from which
Elan can build a presence in the oncology area. Liposome
will operate as a separate business unit within Elan.
Under the terms of the agreement, Elan acquired all of
Liposome's outstanding stock in a tax-free, stock-for-stock
transaction. Liposome shareholders receive 0.3850 of an
Elan ADS and one contingent value right for each share of
Liposome common stock. The agreement governing the
contingent value rights will provide for a cash payment by
Elan to holders of up to $98 million, with $54 million
contingent on certain approvals of Myocet for marketing in
the European Union, and $44 million contingent on Myocet
reaching certain sales milestones outside the United
States. The first stage of approvals for the marketing of
Myocet in the European Union has been received.
Elan will account for the transaction using the purchase
method and will incur a one-time charge representing the
write-off of acquired in-process research and development.
Excluding the one-time charge, Elan expects the
transaction to be neutral in 2000 and accretive in 2001
after cost synergies are included.
'We are very pleased to welcome The Liposome Company to the
Elan family,' commented Donal J. Geaney, chairman and chief
executive officer of Elan. 'We look forward to developing
our franchise in the oncology and anti-fungal markets and
in particular, to the roll-out of Myocet in Europe which
has been recommended for approval since the announcement of
the acquisition of The Liposome Company.'
The Liposome Company is a biotechnology company developing,
manufacturing and marketing therapeutic products to treat
cancer and related diseases. Abelcet is marketed in the
U.S. and 25 other countries for the treatment of severe,
systemic fungal infections in patients who are refractory
to or intolerant of conventional therapy and is the leading
lipid-based formulation of amphotericin B in the United
States. Liposome's product pipeline includes Evacet (known
in the European Union as Myocet), TLC ELL-12 and
bromotaxane for the treatment of various cancers and
programs focused on the development of new cancer therapies
and vehicles for the delivery of gene therapy.
Elan is a worldwide specialty pharmaceutical and drug
delivery company, headquartered in Dublin, Ireland. Elan
is a world leader in drug delivery and in the discovery,
development and marketing of products and services in
neurology and pain management. Elan's principal research
and manufacturing facilities are in Ireland, the United
States and Israel. Elan shares trade on the New York,
London and Dublin Stock Exchanges.
The statements made in this press release may contain
forward-looking statements that involve a number of risks
and uncertainties. In addition to the matters described in
this press release, the success of integration of
operations, the earnings impact, the success of product
approvals, market introduction, pricing and opportunities
for the companies' products, and the success in discovery
research as well as other risks and uncertainties detailed
from time to time in SEC reports filed by Elan and Liposome
may affect the actual results achieved by Elan and
Liposome. Elan and Liposome disclaim any intent or
obligation to update these forward-looking statements.
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