(Corrects paragraph 6 to read “Royalty” instead of “it”)
* Royalty bid contingent on shareholders rejecting all votes
* Royalty says now sees Elan shareholders rejecting 3 of 4 meeting resolutions
* Reiterates that shareholders expected to only approve share buyback
By Padraic Halpin
DUBLIN, June 14 (Reuters) - U.S. investment firm Royalty Pharma said on Friday it expects the majority of takeover target Elan’s shareholders will reject the Irish firm’s own proposed acquisition deals at a shareholder meeting on Monday.
Royalty, hoping to convince Elan shareholders that they should accept its bid in the face of opposition from the Irish drug firm’s board, raised its offer last week for the third time to as much as $15.50 per share, or around $8 billion.
But seeking to stop Elan pushing through two acquisition deals at Monday’s meeting of shareholders, Royalty last month made its takeover offer conditional on shareholders rejecting all resolutions presented at the meeting but now says it meant the conditionality to apply to only some resolutions.
Royalty said on Friday that it had conducted a review of Elan’s U.S. shareholders and concluded that “a sufficient number” were set to back only one of the four resolutions due to be put to the meeting, a 200 million-euro ($266 million) share buyback, which it says it does not oppose.
According to Elan’s last annual report over 82 percent of its shares are held as American Depositary Shares (ADSs).
Royalty said on Friday that after 81 percent of U.S. shareholders had lodged their votes for Monday’s meeting it estimates that two resolutions relating to a $1 billion drug royalties acquisition deal with U.S firm Theravance Inc and a separate purchase of two private companies would be rejected.
The final resolution, concerning a drug spin-off aimed at cutting operating costs, was also set to be narrowly rejected, Royalty said.
“A sufficient number of these ADSs have been voted against both the Theravance Transaction and the AOP Transaction such that Royalty Pharma is confident that those proposals will not pass at Elan’s June 17 EGM,” Royalty said in a statement.
Desperate to stay in the fight to buy Elan, Royalty won an Irish court injunction against Ireland’s regulator on takeover battles on Thursday, allowing it to appeal against a ruling made last week that it cannot change the conditions attached to its hostile bid.
The U.S. company wants to confine its conditionality to Elan shareholder rejection of just the two resolutions concerning the acquisitions but Ireland’s Takeover Panel has ruled that it cannot revise the terms of its offer at this stage in the battle.
Ireland’s High Court will meet next Wednesday to decide if Royalty can mount a challenge. If the court rejects Royalty’s appeal it will be forced to honour the original conditions and drop the bid if shareholders approve any of the resolutions. ($1=0.7519 euros) (Editing by Greg Mahlich)