Ashurst joins US and Irish firms as Elan rejects Royalty Pharma bid

A raft of Irish, UK and US firms have won roles on the battle for control of Irish biotechnology company Elan, which yesterday (22 April) rejected a hostile offer by US pharmaceutical investment giant Royalty Pharma.


Matheson partners Tim Scanlon, George Brady and Fergus Bolster are leading the Irish advice for Royalty Pharma, which launched its attempt to take over Elan in late February. The bid initially saw an offer of $11 per share, but after rising to $12 per share this has now settled at $11.25 per share following a modified Dutch auction carried out by Elan last week. The bid values Elan at $6.6bn (£4.3bn).

Akin Gump Strauss Hauer & Feld New York partners Jeffrey Kochian, Bruce Mendelsohn and Stuart Leblang are also instructed for Royalty Pharma.

Elan has turned to A&L Goodbody in Ireland and Cadwalader Wickersham & Taft to defend the bid. Yesterday Elan’s board of directors rejected the offer, saying it “substantially undervalues the company”.

A&L Goodbody partners Cian McCourt and Alan Casey, alongside Cadwalader New York partners Christopher Cox, James Woolery and Gregory Patti, are leading the work for Elan.

Meanwhile, Mason Hayes & Curran partners Justin McKenna, Daragh Bohan and John Gulliver are acting for Royalty Pharma’s financial advisers, JPMorgan and Bank of America Merrill Lynch, alongside an Ashurst team led by partners Adrian Clark, Karen Davies and Tim Rennie. Fried Frank Harris Shriver & Jacobson is also instructed for the financial advisers, with New York partners Brian Murphy and Viktor Okasmaa working alongside London-based Richard May.

Background to the deal:

Elan is a significant player in the Irish life sciences sector and is listed on both the Irish and New York stock exchanges. The company restructured in 2004 and A&L Goodbody advised on that work. During the course of the restructuring a number of Elan’s in-house lawyers left the company for firms including Matheson (then Matheson Ormsby Prentice), Mason Hayes & Curran and Byrne Wallace legacy firm BCM Hanby Wallace (26 April 2004).

A&L Goodbody corporate partner John Given was appointed as the company’s general counsel at the end of February 2013 after advising Elan for many years.

Elan recently sold its 50 per cent stake in its multiple sclerosis drug Tysabri to Biogen for $3.25bn.

Meanwhile, Akin Gump has acted for Royalty Pharma on previous transactions including its partial acquisition of Cypress Bioscience in 2010 and its 2011, $3.6bn refinancing.