Elan Corporation

The net proceeds from the offering will be used to fund a tender offer by Elan International Services Ltd., a wholly-owned subsidiary of Elan, to purchase up to US$351 million in aggregate principal amount of Series B Guaranteed Notes and Series C Guaranteed Notes issued by Elan Pharmaceutical Investments III, Ltd., a wholly-owned subsidiary of Elan, and guaranteed by Elan, and the consent payment provided for in the related consent solicitation by Elan, and for working capital and other general corporate purposes. The offering is conditioned upon completion of the consent solicitation, which requires acceptance by holders of a majority in aggregate principal amount of the Series B and Series C Guaranteed Notes.

The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

About Elan

Elan is a neuroscience-based biotechnology company that is focused on discovering, developing, manufacturing, selling and marketing advanced therapies in neurodegenerative diseases, autoimmune diseases and severe pain. Elan's (NYSE: ELN) shares trade on the New York, London and Dublin Stock Exchanges.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the completion of the Tender Offer and the Consent Solicitation. You can identify these statements by the fact that they use words such as "anticipate", "estimate", "project", "intend", "plan", "believe" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or events. Factors that could effect whether the offering is completed include, among other things, the completion of the tender offer and consent solicitation; and uncertainties related to corporate debt securities generally, for the securities of biotechnology companies and for Elan's debt securities in particular. A further list and description of risks, uncertainties and other matters can be found in Elan's Annual Report on Form 20-F for the fiscal year ended December 31, 2003, as amended by Amendment No. 1 on From 20-F/A, and in its Reports of Foreign Issuer on Form 6- K. Elan assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. 

CONTACT: Elan Corporation, plc 
Investor Relations: 
Emer Reynolds, 353-1-709-4000 
800-252-3526
or 
Media Relations: 
Anita Kawatra, 212-407-5740 
800-252-3526 

SOURCE: Elan Corporation, plc