FOR IMMEDIATE RELEASE
Contacts:
Investors: (U.S.) Investors: (Europe) Media:
Jack Howarth/Mary Ansaldi Emer Reynolds Max Gershenoff
Ph: 212-407-5740 Ph: 353-1-709-4000 Ph: 212-407-5740
800-252-3526 00800 28352600 800-252-3526
DURA PHARMACEUTICALS, INC. COMPLETES OFFER TO
PURCHASE AND CONSENT SOLICITATION FOR ITS
3 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2002
San Diego, California, December 20, 2000 -- Dura Pharmaceuticals, Inc. ("Dura"),
a wholly-owned subsidiary of Elan Corporation, plc (NYSE: ELN) ("Elan"),
announced today the successful completion of its previously announced offer to
purchase for cash for any and all of its 3 1/2% Convertible Subordinated Notes
due 2002 (the "Notes"), of which there were $287,500,000 in aggregate principal
amount of Notes outstanding on November 20, 2000, together with the related
solicitation of consents to amend the indenture under which the Notes were
issued. The Notes are quoted on The Nasdaq SmallCap Market under the symbol
"DURAH". The offer to purchase was required under the change in control
provisions of the indenture. A change in control of Dura occurred on November 9,
2000 as a result of the merger of a wholly-owned subsidiary of Elan with and
into Dura pursuant to which Dura became a wholly-owned subsidiary of Elan. The
purpose of the consent solicitation was to eliminate certain provisions of the
indenture.
Dura has been advised by Chase Manhattan Bank and Trust Company, National
Association, the Depositary for the offer to purchase and the consent
solicitation, that, as of the expiration of the offer at 5:00 p.m., New York
City time, on December 20, 2000 (the "Repurchase Date"),
<PAGE>
Dura Pharmaceuticals, Inc. Completes Offer To Purchase And Consent Solicitation
For Its 3 1/2% Convertible Subordinated Note Due 2002
Page 2 of 2
$223,274,000 in aggregate principal amount of the Notes had been tendered, and
the holders of such Notes will receive a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to, but excluding,
the Repurchase Date.
As of the simultaneous expiration of the consent solicitation, consents relating
to $217,653,000 in aggregate principal amount of the Notes had been received,
and the holders of such Notes will receive a consent payment of $1.25 per $1,000
principal amount of Notes as to which such consents relate.
Elan Corporation, plc is a leading worldwide specialty pharmaceutical and drug
delivery company headquartered in Ireland, with its principal research,
development, manufacturing and marketing facilities located in Ireland, the
United States and Israel. Elan is focused on the discovery, development and
marketing of therapeutic products and services in neurology, pain management and
oncology, and on the development and commercialization of products using its
extensive range of proprietary drug delivery technologies. Elan shares trade on
the New York, London and Dublin Stock Exchanges.
Certain statements in this press release are forward-looking statements. All
forward-looking statements involve risks and uncertainties which, in many cases
are beyond the control of Dura and could cause actual results to differ
materially. Dura undertakes no obligation to update any forward-looking
statements, or to make any other forward-looking statements, whether as a result
of new information, future events or otherwise. Further, information on factors
which could affect Dura's financial results is contained in Dura's filings with
the Securities and Exchange Commission.
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