Elan to acquire The Liposome Company

Ireland-based Elan Corp says it has entered into a definitive mergeragreement with US firm The Liposome Company. Under the terms of the deal, Elan will acquire all of TLC's outstanding stock in a tax-free, stock-for-stock transaction. The latter's shareholders will receive 0.385 of an Elan American Depository Share for each share of TLC stock.

Based on Elan's closing price on March 3 of $39.69, the transaction has a value of $15.28 per TLC share and an aggregate value of around $575 million, including options and warrants and adjusting for net cash on TLC's balance sheet and before a contingent payment. Elan may make a cash payment to TLC shareholders of up to $98 million, contingent partly on the approval of Evacet (liposomal doxorubicin) for the treatment of breast and various other cancers in the European Union, and partly on Evacet reaching certain sales milestones outside the USA.

TLC will operate as a separate unit within Elan