SEC Division of Corporation Finance no-action letter: Elan Corporation, plc

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Securities Exchange Act of 1934 Rule 14d-4(d) Rule 14d-7(a)(1) Rule 14d-11(c) Rule 14d-11(e) Rule 14e-1(c) Section 14(d)(5)

May 1, 2013

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

Re:

Echo Pharma Acquisition Limited ("Royalty Pharma") offer for all ordinary shares of Elan Corporation, plc ("Elan") Incoming letters dated May 1, 2013

Via Facsimile and U.S. Mail

Jeffrey L. Kochian, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036-6745

Re: Echo Pharma Acquisition Limited (“Royalty Pharma”) offer for all ordinary shares of Elan Corporation, plc (“Elan”)

Dear Mr. Kochian:

We are responding to your letter dated May 1, 2013 to Mauri L. Osheroff and Michele M. Anderson, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Irish counsel. Unless otherwise noted, all capitalized terms in this letter have the same meaning as in your letter of May 1, 2013.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from:

Section 14(d)(5) and Rule 14d-7(a)(1) to permit the termination of withdrawal rights at the end of the Initial Offer Period but prior to the expiration of a Voluntary Extension. This relief permits withdrawal rights to terminate at any time after the 20 th U.S. business day from commencement, so long as at the time withdrawal rights terminate, the Offer becomes wholly unconditional (subject to verification that the Acceptance Condition has been satisfied). Withdrawal rights will be suspended only until securities tendered into the Offer are counted and to the extent that Royalty Pharma determines that the Acceptance Condition has not been satisfied after counting tendered securities, such securities will be returned promptly; and

Rule 14e-1(c) and Rules 14d-11(c) and (e) to permit payment of the offer consideration in accordance with Irish law and practice. In accordance with Irish rules, tendered securities must be paid for or returned within 14 calendar days for the end of the Initial Offer Period or from the date of tender in the Subsequent Offer Period. However, to the extent practicable, Royalty Pharma undertakes to pay the Offer consideration within 7 to 10 calendar days.

Based on the representations made and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to Rule 14d-4(d) under the Exchange Act if the Acceptance Condition is reduced during the Initial Offer Period, or any Voluntary Extension (other than a Mandatory Extension), without extending that period, as described in your letter.

Due to the significant ownership in Elan by U.S. persons, we have required that you limit the scope of your request to the exemptive and no-action relief granted in this letter. The foregoing exemptive relief and no-action positions expressed above are based solely on the representations and the facts presented in your letter dated May 1, 2013 and the accompanying letter from Irish counsel of the same date and do not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation

Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Sincerely,

For the Commission, By the Division of Corporation Finance pursuant to delegated authority,

Michele Anderson Chief, Office of Mergers and Acquisitions Division of Corporation Finance

Enclosures

Incoming Letters:

U.S. counsel

Irish counsel

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/elan-corporation-050113-14d.htm

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Modified: 05/09/2013