8-K
Elanco Animal Health Inc (ELAN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 11, 2021
Elanco
Animal Health Incorporated
(Exact name of registrant as specified in its charter)
| Indiana | 001-38661 | 82-5497352 |
|---|---|---|
| (State<br> or other jurisdiction of<br> <br>incorporation) | (Commission<br> File Number) | (I.R.S.<br>Employer Identification No.) |
| 2500 Innovation Way<br><br> <br>Greenfield, Indiana<br> <br>(Address of principal executive offices) | 46140<br> <br>(Zip<br> Code) | |
| --- | --- |
Registrant’s telephone number, including area code:
(877
)
352-6261
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, no par value | ELAN | New York Stock Exchange |
| 5.00% Tangible Equity Units | ELAT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
|---|
On January 11, 2021, Elanco Animal Health Incorporated issued a press release announcing that a member of its Executive Committee, Sarena Lin, Executive Vice President of Transformation and Technology, will leave Elanco for a role outside of the company at the end of January. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Elanco Animal Health Incorporated, dated January 11, 2021. |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Elanco Animal Health Incorporated | ||
|---|---|---|
| Date: January 11, 2021 | By: | /s/ Michael-Bryant Hicks |
| Name: Michael-Bryant Hicks | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
| Elanco Animal Health<br><br> <br><br><br> <br>2500<br> Innovation Way<br><br> <br><br><br> <br>Greenfield, IN<br> 46140 |
|---|
FOR IMMEDIATE RELEASE
Media Contact: Colleen Parr Dekker +1 (317) 989.7011 or colleen_parr_dekker@elanco.com
Investor Contact: Tiffany Kanaga +1 (302) 897.0668 or kanaga_tiffany@elanco.com
Elanco Begins Next Phase of IntegrationPost-Bayer Animal Health Acquisition; Executive Committee Member Sarena Lin to Depart
Transformation efforts will streamlineand localize as next phase of integration is realized
GREENFIELD, Ind.--(January 11, 2021) --Today Elanco Animal Health Incorporated (NYSE: ELAN) announced that executive vice president of Transformation and Technology, Sarena Lin, will take a role outside of the company at the end of January. Lin has led the company’s stand up and integration efforts over the last year, helping position Elanco for its final phases of integration and value capture.
Joining Elanco as head of North American operations in 2018, Lin most recently oversaw the creation of the company’s technology infrastructure post-separation from Eli Lilly and Company (“Lilly”), as well as the successful closure and first phases of integration of Bayer’s animal health business into Elanco. This included the completion of Elanco’s own IT operations and simultaneous build out of two Enterprise Resource Planning (ERP) systems to operate the standalone and newly acquired business.
“The work done by Sarena’s team to stand Elanco up as an independent company has helped us become a stronger, stable entity,” said Jeffrey N Simmons, Elanco president and chief executive officer. “I want to thank Sarena for her valuable contributions and wish her well. Because of the transformation work she led with her team, we are well positioned to begin the next phase of integration.”
As the integration enters its next phase, technology and transformation work will streamline, localizing ownership of the structure and technology to ensure affiliates are equipped to address the diverse needs of customers. Responsibility for finance and productivity initiatives related to the integration and the IT organization will shift to Todd Young, chief financial officer.
These changes are a key milestone in Elanco’s progression through the Innovation, Productivity and Portfolio (IPP) strategy. As the company outlined at its first Investor Day last month, the next phase of transformation will create shareholder value and increase productivity through:
| · | Accelerated value capture opportunities through the Bayer Animal Health<br>integration to deliver $300 million in synergies by 2023, two years faster and at the high end of the company’s earlier commitment. |
|---|---|
| · | Execution of the next phase of the multi-year productivity agenda<br>across the manufacturing network to achieve an additional $100 million in cost savings/avoidance by 2023. |
| --- | --- |
| · | A strengthened synergy between business and board, including an enhanced<br>scope of the Board’s Finance Committee to emphasize operational initiatives, merger and acquisition integration, financial<br>matters and margin expansion and related areas of oversight. Additionally, the company created a board-level Innovation, Science<br>and Technology Committee focused on advancing and augmenting the product pipeline. |
| --- | --- |
Additionally, the company outlined near-term growth drivers including:
| · | Eight expected product launches in 2021, one of which has blockbuster<br>potential. |
|---|---|
| · | Portfolio balance across species and geography. |
| --- | --- |
| · | Key enablers including omnichannel leadership, pricing, and digital<br>ecosystem. |
| --- | --- |
“There has been a great deal of momentum created as we move into 2021,” Simmons continued. “We have been in a state of physical growth over the past few years, and now we are shifting to nurture that growth and its investment to return even greater value for shareholders and customers alike.”
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 Pledges – all to advance the health of animals, people, and the planet. Learn more at www.elanco.com
Forward Looking Statement
This press release contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) about development and reflects Elanco’s current belief. Forward-looking statements are based on our current expectations and assumptions regarding our business 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 further discussion of these and other risks and uncertainties, see Elanco’s most recent filings with the United States Securities and Exchange Commission. Except as required by law, Elanco undertakes no duty to update forward-looking statements to reflect events after the date of this release.
Elanco and the diagonal bar logo are trademarks of Elanco and its affiliates.
© 2021 Elanco or its affiliates.