Full Press Release Details
Media: Colleen Parr Dekker +1.317.989.7011 colleen_parr_dekker@elanco.com
Investor Relations: Jim Greffet +1.317.383.9935 greffet_james_f@elanco.com
Elanco Animal Health Announces Common
Stock and Tangible Equity Unit Offerings Associated with Financing Acquisition of Bayer's Animal Health Business
GREENFIELD, Ind. (January 21, 2020) - Elanco
Animal Health Incorporated (NYSE: ELAN) today announced it intends to make concurrent public offerings of 19,159,866 shares
of its common stock and 11,000,000 tangible equity units, with an aggregate stated amount of $550 million for the units. Each
tangible equity unit has a stated amount of $50 and is composed of (i) a prepaid stock purchase contract and (ii) a senior
amortizing note due February 1, 2023 each issued by Elanco. The common stock offering and tangible equity unit offering
are separate public offerings made by means of separate prospectus supplements under Elanco's effective shelf
registration statement and are not contingent on each other or upon the consummation of the acquisition discussed below.
Elanco's common stock is listed on the New York Stock Exchange under the symbol "ELAN" and Elanco has
applied to list the tangible equity units on the New York Stock Exchange under the symbol "ELAT."
Elanco intends to grant the underwriters of the common stock
offering an option to purchase up to an additional 1,915,987 shares of common stock at the public offering price less the underwriting
discounts and commissions.
Elanco intends to use the net proceeds from the offerings to
finance a portion of the previously announced acquisition of Bayer AG's animal health business and to pay related fees and expenses. If the acquisition is not consummated, Elanco intends to use
the net proceeds from the offerings for general corporate purposes.
Goldman Sachs & Co. LLC, Citigroup
and J.P. Morgan are the joint book-running managers for the offerings.
The offerings of common stock and
tangible equity units (including the component stock purchase contracts and amortizing notes) will be made under
Elanco's effective registration statement on Form S-3, as filed with the Securities and Exchange Commission.
This press release does not constitute
an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of
these securities in any jurisdiction in which such offer, solicitation or sale is unlawful. Each offering may be made only by means
of a prospectus supplement relating to such offering and the accompanying prospectus. Copies of the preliminary prospectus supplement
for each offering and the accompanying prospectus can be obtained from:
Elanco (NYSE: ELAN) is a global animal health company that develops
products and knowledge services to prevent and treat disease in food animals and pets in more than 90 countries. With a 65-year
heritage, we rigorously innovate to improve the health of animals and benefit our customers, while fostering an inclusive, cause-driven
culture for more than 5,800 employees. At Elanco, we're driven by our vision of food and companionship enriching life -
all to advance the health of animals, people and the planet.
Forward-Looking Statement
Statements in this press release that are not
strictly historical, including statements regarding the terms of the offerings, the anticipated use of proceeds from the
offerings, the acquisition and any other statements regarding events or developments that we believe or anticipate will or
may occur in the future, may be "forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve a number of risks and uncertainties. There are a number of important factors that
could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you
should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related
to, among other things: (1) the inability to consummate the acquisition in a timely manner; (2) the failure of the
acquisition to close for any other reason; (3) the possibility that the integration of the Bayer AG animal health business
and its operations with those of Elanco may be more difficult and/or take longer than anticipated, may be more costly than
anticipated and may have unanticipated adverse results relating to the Bayer AG animal health business's or
Elanco's existing businesses; (4) the effect of the announcement of the acquisition on Elanco's or Bayer
AG's respective business relationships, operating results and business generally; (5) diversion of Elanco and Bayer AG
management's attention from ongoing business concerns; (6) the ability to obtain or consummate debt or equity financing
or refinancing related to the acquisition upon acceptable terms or at all; (7) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by the acquisition; (8) negative effects of the announcement
or the consummation of the acquisition on the market price of the Elanco common stock, including as it impacts the Elanco
common stock consideration due to Bayer AG upon completion of the acquisition; (9) the ability of Elanco to retain and hire
key personnel; (10) management's response to any of the aforementioned factors; and (11) other factors that may affect
future results of Elanco described in the section entitled "Risk Factors" in Elanco's Annual Report on Form
10-K for the fiscal year ended December 31, 2018 and Elanco's other filings with the Securities and Exchange
Commission, including the preliminary prospectus supplements related to the offerings. The forward-looking statements made
herein speak only as of the date hereof and Elanco does not assume any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events and developments or otherwise, except as required by