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Biotech / Medical : Elan Corporation, plc (ELN) -- Ignore unavailable to you. Want to Upgrade?

To: Cheryl Galt who wrote (986)	5/12/2000 3:47:00 PM
From: William Partmann	Read Replies (1) \| Respond to of 10345

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.