UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 17, 2020, Elanco Animal Health Incorporated (“Elanco”) entered into Amendment No. 2 (the “Amendment”) to that certain Share and Asset Purchase Agreement, by and among Elanco and Bayer Aktiengesellschaft (“Bayer”), dated as of August 20, 2019, pursuant to which Elanco has agreed to purchase Bayer’s animal health business (the “Business”). The Amendment provides that Bayer and its subsidiaries may hire employees to fill certain roles in the Business prior to the closing of the transaction and specifies terms and conditions in connection therewith. The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the document, which is attached hereto as Exhibit 2.1 and incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
Statements in this report that are not strictly historical, including statements regarding the transactions 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 transactions in a timely manner; (2) the failure of the transactions to close for any other reason; (3) the possibility that the integration of the 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 Business’s or Elanco’s existing businesses; (4) the effect of the announcement of the transactions on Elanco’s or Bayer’s respective business relationships, operating results and business generally; (5) diversion of Elanco and Bayer management’s attention from ongoing business concerns; (6) the ability to obtain or consummate debt or equity financing or refinancing related to the transactions 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 transactions; (8) negative effects of the announcement or the consummation of the transactions on the market price of the Elanco Common Stock, including as it impacts the Elanco Common Stock consideration due to Bayer upon completion of the transactions; (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. 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.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 2 to Share and Asset Purchase Agreement, dated as of January 17, 2020, between Bayer Aktiengesellschaft and Elanco Animal Health Incorporated. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 17, 2020 | By: | /s/ Michael-Bryant Hicks |
| Name: | Michael-Bryant Hicks | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
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