Elanco Animal Health Incorporated (NYSE: ELAN) (“Elanco”) today
announced the commencement of a cash tender offer (the “Offer”) for
up to $250 million aggregate principal amount of its 4.272% Senior
Notes due 2023 (CUSIP No. 28414HAE3) (the “Notes”), upon the terms
and conditions set forth in the Offer to Purchase dated March 29,
2022.
The Offer is scheduled to expire at 12:00 midnight, New York
City time, at the end of April 25, 2022 (unless extended) (the
“Expiration Time”).
Holders of Notes (“Holders”) who validly tender their Notes at
or prior to 5:00 p.m., New York City time, on April 11, 2022 (the
“Early Tender Time”) will be eligible to receive the “Total
Consideration” of $1,035 per $1,000 principal amount of Notes
tendered, which includes the “Early Tender Payment” of $30 per
$1,000 of the Notes. Holders who validly tender their Notes after
the Early Tender Time but on or before the Expiration Time will be
eligible to receive the “Tender Offer Consideration” which is equal
to the “Total Consideration” minus the “Early Tender Payment.”
Elanco’s obligation to accept for purchase, and to pay for,
Notes validly tendered is subject to certain conditions. Elanco may
waive any of the conditions if they are not satisfied.
Subject to the satisfaction or waiver of certain conditions,
Elanco reserves the right, following the Early Tender Time, to
accept for purchase prior to the final settlement date all Notes
validly tendered at or prior to the Early Tender Time (an “Early
Settlement Election”). Elanco will announce whether it intends to
exercise the Early Settlement Election following the Early Tender
Time.
If Elanco exercises the Early Settlement Election, we currently
expect the settlement date for Notes tendered at or prior to the
Early Tender Time to be promptly after the exercise of the Early
Settlement Election. The settlement date for Notes tendered after
the Early Tender Time and at or prior to the Expiration Time, and
accepted by Elanco for purchase in the Offer will occur promptly
after the Expiration Time. Notes tendered may be validly withdrawn
at any time prior to 5:00 p.m., New York City time, on April 11,
2022, but not thereafter. In addition to the Total Consideration or
Tender Offer Consideration, as applicable, Holders whose Notes are
accepted for payment in the Offer will receive accrued and unpaid
interest up to, but not including, the applicable settlement
date.
If the purchase of all validly tendered Notes on the applicable
settlement date would cause Elanco to purchase a principal amount
greater than $250 million (the “Tender Cap”), then the Offer will
be oversubscribed and Elanco, if it accepts Notes for purchase in
the Offer, will accept for purchase tendered Notes on a prorated
basis as described in the Offer to Purchase. If the Tender Cap is
reached in respect of tenders of Notes made at or prior to the
Early Tender Time, no Notes that are tendered after the Early
Tender Time will be accepted for purchase unless the Tender Cap is
increased by Elanco, in its sole discretion.
Elanco reserves the right, but is under no obligation, to
increase the $250 million tender cap at any time, subject to
compliance with applicable law.
Citigroup Global Markets Inc. (“Citi”) is acting as sole dealer
manager for the Offer. For additional information regarding the
terms of the Offer, please contact Citi at (800) 558-3745 (U.S.
toll-free) or 1 (347) 767-2785. Requests for documents may be
directed to Global Bondholder Services Corporation, which is acting
as the depositary and information agent for the Offer, at
(855)-654-2014 (toll-free) or (212) 430-3774 (collect for Banks and
Brokers).
None of Elanco, the dealer manager or the depository and
information agent make any recommendations as to whether Holders
should tender their Notes pursuant to the Offer, and no one has
been authorized by any of them to make such recommendations.
Holders must make their own decisions as to whether to tender their
Notes, and, if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase or a
solicitation of an offer to sell Notes or other securities, nor
shall there be any purchase of Notes in any state or jurisdiction
in which such offer, solicitation or purchase would be unlawful
prior to the registration or qualification under the securities
laws of any such jurisdiction. The Offer is being made solely by
the Offer to Purchase dated March 29, 2022. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy any securities 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 offer of
concurrently offered securities will be made only by means of a
prospectus and/or prospectus supplement.
About ELANCO
Elanco Animal Health Incorporated (NYSE: ELAN) is a global
leader in animal health dedicated to innovating and delivering
products and services to prevent and treat disease in farm animals
and pets, creating value for farmers, pet owners, veterinarians,
stakeholders, and society as a whole. With nearly 70 years of
animal health heritage, we are committed to helping our customers
improve the health of animals in their care, while also making a
meaningful impact on our local and global communities. At Elanco,
we are driven by our vision of Food and Companionship Enriching
Life and our Elanco Healthy Purpose™ Sustainability/ESG framework –
all to advance the health of animals, people and the planet. Learn
more at www.elanco.com.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (Exchange Act),
regarding the cash tender offer for the outstanding 4.272% Senior
Notes due 2023 of Elanco. Forward-looking statements are
based on our current expectations and assumptions regarding our
business, the economy and other future conditions. Because
forward-looking statements relate to the future, by their nature,
they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. As a result, our
actual results may differ materially from those contemplated by the
forward-looking statements.
For additional information about the factors that could cause
actual results to differ materially from forward-looking
statements, please see Elanco’s latest Form 10-K and subsequent
Form 10-Qs filed with the Securities and Exchange Commission.
Although we have attempted to identify important risk factors,
there may be other risk factors not presently known to us or that
we presently believe are not material that could cause actual
results and developments to differ materially from those made in or
suggested by the forward-looking statements contained in this press
release. If any of these risks materialize, or if any of the above
assumptions underlying forward-looking statements prove incorrect,
actual results and developments may differ materially from those
made in or suggested by the forward-looking statements contained in
this press release. We caution you against relying on any
forward-looking statements, which should also be read in
conjunction with the other cautionary statements that are included
elsewhere in this press release. Any forward-looking statement made
by us in this press release speaks only as of the date thereof.
Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update or to
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by law. Comparisons of results for current and any prior
periods are not intended to express any future trends or
indications of future performance, unless specifically expressed as
such, and should be viewed as historical data.
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version on businesswire.com: https://www.businesswire.com/news/home/20220329006031/en/
Investor Contact: Kathryn Grissom (317) 273-9284 or
kathryn.grissom@elancoah.com
Media Contact: Colleen Parr Dekker (317) 989-7011 or
colleen.dekker@elancoah.com
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