Elanco Animal Health Incorporated (NYSE: ELAN) (“Elanco”) today
announced that as of 5:00 p.m., New York City time, on April 11,
2022 (the “Early Tender Time”), holders of approximately
$406,391,000 aggregate principal amount, or approximately 54.19% of
the outstanding principal amount, of its outstanding 4.272% Senior
Notes due 2023 (the “Notes”) had tendered their Notes pursuant to
Elanco’s previously announced tender offer (the “Offer”).
Elanco also announced today that it has increased the tender cap
from $250,000,000 aggregate principal amount of the Notes to
$406,391,000 aggregate principal amount of the Notes (the “Tender
Cap”).
The complete terms and conditions of the Offer are detailed in
Elanco’s Offer to Purchase, dated March 29, 2022. Elanco currently
expects that on April 13, 2022, it will accept for payment, subject
to the conditions set forth in the Offer to Purchase, all of the
Notes validly tendered on or prior to the Early Tender Time.
Upon early settlement, each holder who validly tendered its
Notes on or prior to the Early Tender Time will receive the “Total
Consideration” of $1,035 per $1,000 principal amount of Notes
tendered, which includes the “Tender Offer Consideration” of $1,005
per $1,000 principal amount of Notes tendered and accepted for
payment and the “Early Tender Payment” of $30 per $1,000 principal
amount of Notes tendered and accepted for payment. In addition,
accrued interest up to, but not including, the payment date of the
Notes will be paid in cash on all validly tendered and accepted
Notes.
The Offer is scheduled to expire at 12:00 a.m., New York City
time, on Monday, April 25, 2022, unless extended or earlier
terminated (the “Expiration Time”), however Elanco does not expect
to accept any Notes tendered after the Early Tender Time. Because
the withdrawal deadline of 5:00 p.m., New York City time, on April
11, 2022, has passed, tendered Notes may no longer be withdrawn at
any time, except to the extent that Elanco is required by law to
provide additional withdrawal rights.
Except with respect to the increase in the Tender Cap, all the
conditions set forth in the Offer to Purchase remain unchanged. If
any of the conditions are not satisfied, Elanco may terminate the
Offer and return tendered Notes not previously accepted. Elanco has
the right to waive any of the foregoing conditions with respect to
the Notes and to consummate the Offer. In addition, Elanco has the
right, in its sole discretion, to terminate the Offer at any time,
subject to 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 Notes and anticipated
acceptance of validly tendered Notes. 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/20220412005500/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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