Elan to Acquire Sano Corporation in an All-Stock Transaction

Elan Corporation, plc and Sano Corporation have entered into a definitive agreement for Elan to acquire Sano in a tax-free all-stock transaction which values Sano at $35.50 per share, or approximately $375 million, based on Elan's closing price of $53.63 on Dec. 12, 1997.

Under the terms of the agreement, each common share of Sano will be exchanged for 0.655 of an Elan ADS, subject to certain agreed-upon adjustments. The transaction is subject to approval by the shareholders of Sano, expiration of the Hart-Scott-Rodino Antitrust review period, and other customary conditions.

Sano will operate as a business unit of Elan Pharmaceutical Technologies, Elan's drug delivery division. Sano will remain based in Miramar, Fla. and no staff reductions are anticipated.

Sano develops proprietary and generic products through the use of the company's delivery systems, with an emphasis on transdermal technology. Sano received FDA clearance for one generic transdermal product in 1997 and has a portfolio of 15 proprietary and generic products in various stages of development.