Elanco Animal Health Inc 8-K, filed Jan 21, 2020
Elanco Animal Health Inc (ELAN)
About this 8-K
Elanco Animal Health Inc filed this 8-K on January 21, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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| Item 7.01 | Regulation FD Disclosure. |
On January 21, 2020, Elanco Animal Health Incorporated (“Elanco”) announced that it intends to offer for sale to the public 19,159,866 shares of its common stock and 11,000,000 tangible equity units (“Units”). Each 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. Elanco intends to grant the underwriters in 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. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Elanco Animal Health Incorporated, dated January 21, 2020. | |
| 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 21, 2020 | By: | /s/ Michael-Bryant Hicks |
| Name: Michael-Bryant Hicks | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
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.
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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:
| · | Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or by e-mail at prospectus-ny@ny.email.gs.com; |
| · | Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-800-831-9146; or |
| · | J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.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 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 law.