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. 2)
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 Class of Securities)
______________________________
American Depositary Shares, each representing
one Ordinary Share
(Title of Class of Securities)
______________________________
284131208
(CUSIP Number of Class of Securities)
______________________________
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William F. Daniel Elan Corporation, plc Treasury Building Dublin 2, Ireland 011-353-1-709-4000
Notice and Communications on Behalf of the Person Filing Statement)
|
| Copies to: |
|
Christopher T. Cox, Esq. Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 (212) 504-6000 |
| [ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Elan Corporation, plc, a public limited company organized under the laws of Ireland (“Elan”), with the Securities and Exchange Commission on May 15, 2013, relating to the unsolicited offer by Echo Pharma Acquisition Limited, a private limited company incorporated under the laws of Ireland (“Royalty Pharma”), as disclosed in the Tender Offer Statement on Schedule TO, dated May 2, 2013, as amended by the Amendment No. 1 to Schedule TO, dated May 20, 2013, to exchange each outstanding ordinary share of €0.05 each of Elan (“Elan Shares”), including Elan Shares represented by American Depositary Shares, for US$12.50 in cash, upon the terms and subject to the conditions set forth in (i) the Cash Offer, dated May 2, 2013, as amended (the “Offer Document”), and (ii) the related Letter of Transmittal. Except as specifically noted herein, the information set forth in the Statement remains unchanged.
| ITEM 2. | IDENTITY AND BACKGROUND OF FILING PERSON. |
Item 2 is hereby amended and supplemented by reference to Exhibit (a)(4) hereto.
| ITEM 4. | THE SOLICITATION OR RECOMMENDATION. |
Item 4 is hereby amended and supplemented by reference to Exhibit (a)(4) hereto.
| ITEM 9. | EXHIBITS. |
| The following exhibits are filed herewith: |
|
Exhibit |
Description | |
| (a)(4) |
Press release, dated May 23, 2013, with attached Chairman’s Letter | |
| ||
| 2 |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ELAN CORPORATION, PLC |
| By: | /s/ William F. Daniel | |
| Name: William F. Daniel Title: Executive Vice President and Company Secretary |
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Dated: May 23, 2013
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EXHIBIT INDEX
| ITEM 9. | EXHIBITS. |
| The following exhibits are filed herewith: |
|
Exhibit |
Description |
| (a)(4) |
Press release, dated May 23, 2013, with attached Chairman's Letter
|
| 4 |