Royalty Pharma said the new deal was valued at $6.4 billion and was an all-cash offer worth $12.50 per share that represents a 7 percent premium over the company's closing price Friday.
Royalty Pharma, a U.S. investment group that specializes in drug companies, criticized Elan's recent $1 billion purchase for "21 percent of selected royalties owned by Theravance when all of Theravance was trading at $3.5 billion."
Royalty Pharma said its latest offer for Elan was contingent on shareholders voting against the Theravance deal and two Elan acquisitions announced Monday, which were a purchase of AOP Orphan Pharmaceuticals and a purchase of 48 percent New Bridge Pharmaceuticals, a company that markets drugs in Africa and the Middle East, The New York Times reported Monday.
"The Theravance transaction public disclosure suggests that the transaction was pursued in haste and without critical confidential information which could significantly impair the value of the asset," Royalty Pharma said in a statement.
The two deals were valued at $378 million, but analysts said the purpose of the flurry of deals was to thwart Royalty Pharma's takeover plans.
Elan also announced it would spin off its bipolar disorder ... treatment and form a new company called Speranza Therapeutics.
Elan said it would invest $70 million in the new company and retain some royalty rights.
Royalty Pharma said the Elan board members were undermining their shareholders' ability to assess its offer.
"If the Theravance transaction and the transactions announced today serve as examples, Royalty Pharma believes stockholders should be very concerned about future value destruction and undue risk taking by Elan," Royalty Pharma said in a statement.
"It makes me wonder whether they are just trying to strike deals that don't suit Royalty Pharma. Elan has an attractive royalty stream. Those deals are definitely outside its comfort zone," said Nick Turner, an industry analyst at Mirabaud Securities.