GREENFIELD, Ind.--(BUSINESS WIRE)--
Elanco Animal Health Incorporated (NYSE: ELAN), formerly the animal
health business of Eli Lilly and Company (Lilly), today announced it
intends to file a Form S-4 Registration Statement with the Securities
and Exchange Commission (SEC) in connection with Lilly’s proposed
exchange offer whereby Lilly shareholders can exchange shares of Lilly
common stock for shares of Elanco common stock owned by Lilly. The
exchange offer is anticipated to be tax-free for participating Lilly
shareholders in the United States, except with respect to cash received
in lieu of fractional shares.
“We’re pleased to take this next step on our journey to independence
that began with our IPO last September,” said Jeff Simmons, Elanco
President and Chief Executive Officer. “We’re grateful for Lilly’s
support as they helped Elanco grow into the diversified, global company
we are today with the ability to stand alone. I look forward to
continuing to build Elanco for the future as we execute against our
targeted value-generating strategy.”
The exchange offer is voluntary for Lilly shareholders. No action is
necessary for Lilly shareholders that choose not to participate, who
retain their existing shares.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain statements about Eli Lilly and
Company (“Lilly”) and Elanco Animal Health Incorporated (“Elanco”) that
are “forward-looking statements” within the meaning of Section 27A of
the United States Securities Act of 1933, as amended, and Section 21E of
the United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements are based on current
expectations and assumptions regarding Lilly’s and Elanco’s respective
businesses, the economy and other future conditions. In addition, the
forward-looking statements contained in this communication may include
statements about the expected effects on Lilly and Elanco of the
exchange offer, the anticipated timing and benefits of the exchange
offer, Lilly’s and Elanco’s anticipated financial results, and all other
statements in this communication that are not historical facts.
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 and are detailed more fully
in Lilly’s and Elanco’s respective periodic reports filed from time to
time with the Securities and Exchange Commission (the “SEC”), the
Registration Statement, including the prospectus forming a part thereof,
and other exchange offer documents to be
filed by Elanco and
Lilly with the SEC. Such uncertainties, risks and changes in
circumstances could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. Forward-looking
statements included herein are made as of the date hereof, and neither
Lilly nor Elanco undertakes any obligation to update publicly such
statements to reflect subsequent events or circumstances, except to the
extent required by applicable securities laws. Investors should not put
undue reliance on forward-looking statements.
Additional Information and Where to Find It:
This document is for informational purposes only and is neither an
offer to buy, sell or exchange nor the solicitation of an offer to buy,
sell or exchange any securities. If the exchange offer is commenced, and
there can be no assurances that the exchange offer will be commenced on
the terms described in this document or at all, the terms and conditions
of the exchange offer will be more fully described in the registration
statement to be filed by Elanco with the SEC and a Schedule TO to be
filed by Lilly with the SEC. The prospectus, which will be included in
the registration statement, will contain important information about
Lilly, Elanco, the planned separation of Elanco from Lilly and related
matters. Lilly will mail the prospectus to its shareholders. Investors
and security holders are urged to read carefully and in its entirety the
prospectus and any other relevant documents filed with the SEC by Lilly
and Elanco, if and when they become available and before making any
investment decision. None of Lilly, Elanco, or any of their respective
directors or officers or any dealer manager appointed with respect to
the exchange offer makes any recommendation as to whether investors
should participate in the exchange offer. Investors will be able to
obtain a free copy of the prospectus and other related documents filed
with the SEC by Lilly and Elanco at the SEC’s website at
www.sec.gov
.
Those documents also may be obtained for free, as applicable, from Lilly
at
www.lilly.com
or Elanco at
www.elanco.com
.
ABOUT ELANCO
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 64-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.
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Investor Contact: Jim Greffet +1.317.383.9935
Media Contact:
Colleen Parr Dekker +1.317.989.7011
Source: Elanco Animal Health Incorporated