Elanco Animal Health Incorporated Announces Tender Offer for 2023 Notes

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GREENFIELD, Ind., March 29, 2022–(Small business WIRE)–Elanco Animal Well being Included (NYSE: ELAN) (“Elanco”) right now introduced the graduation of a funds tender offer (the “Supply”) for up to $250 million aggregate principal total of its 4.272% Senior Notes due 2023 (CUSIP No. 28414HAE3) (the “Notes”), upon the conditions and situations established forth in the Offer you to Order dated March 29, 2022.

The Provide is scheduled to expire at 12:00 midnight, New York Metropolis time, at the conclude of April 25, 2022 (unless extended) (the “Expiration Time”).

Holders of Notes (“Holders”) who validly tender their Notes at or prior to 5:00 p.m., New York City time, on April 11, 2022 (the “Early Tender Time”) will be qualified to get the “Overall Thing to consider” of $1,035 for each $1,000 principal amount of money of Notes tendered, which contains the “Early Tender Payment” of $30 for every $1,000 of the Notes. Holders who validly tender their Notes soon after the Early Tender Time but on or right before the Expiration Time will be suitable to get the “Tender Present Thought” which is equal to the “Overall Consideration” minus the “Early Tender Payment.”

Elanco’s obligation to acknowledge for buy, and to pay back for, Notes validly tendered is matter to specific problems. Elanco might waive any of the conditions if they are not contented.

Subject to the satisfaction or waiver of sure situations, Elanco reserves the ideal, next the Early Tender Time, to accept for obtain prior to the closing settlement date all Notes validly tendered at or prior to the Early Tender Time (an “Early Settlement Election”). Elanco will announce irrespective of whether it intends to exercise the Early Settlement Election following the Early Tender Time.

If Elanco workout routines the Early Settlement Election, we at this time be expecting the settlement day for Notes tendered at or prior to the Early Tender Time to be instantly soon after the work out of the Early Settlement Election. The settlement day for Notes tendered right after the Early Tender Time and at or prior to the Expiration Time, and recognized by Elanco for order in the Give will come about immediately after the Expiration Time. Notes tendered may well be validly withdrawn at any time prior to 5:00 p.m., New York Metropolis time, on April 11, 2022, but not thereafter. In addition to the Full Consideration or Tender Supply Thing to consider, as applicable, Holders whose Notes are acknowledged for payment in the Offer you will receive accrued and unpaid fascination up to, but not which include, the relevant settlement date.

If the acquire of all validly tendered Notes on the relevant settlement day would bring about Elanco to buy a principal sum higher than $250 million (the “Tender Cap”), then the Provide will be oversubscribed and Elanco, if it accepts Notes for order in the Present, will accept for buy tendered Notes on a prorated foundation as described in the Give to Order. If the Tender Cap is achieved in regard of tenders of Notes created at or prior to the Early Tender Time, no Notes that are tendered just after the Early Tender Time will be accepted for purchase unless the Tender Cap is improved by Elanco, in its sole discretion.

Elanco reserves the correct, but is below no obligation, to boost the $250 million tender cap at any time, issue to compliance with relevant law.

Citigroup World Marketplaces Inc. (“Citi”) is acting as sole dealer supervisor for the Offer. For more information and facts with regards to the conditions of the Provide, be sure to get hold of Citi at (800) 558-3745 (U.S. toll-free) or 1 (347) 767-2785. Requests for paperwork may well be directed to Global Bondholder Services Corporation, which is acting as the depositary and details agent for the Supply, at (855)-654-2014 (toll-free of charge) or (212) 430-3774 (obtain for Financial institutions and Brokers).

None of Elanco, the dealer manager or the depository and information and facts agent make any suggestions as to irrespective of whether Holders ought to tender their Notes pursuant to the Give, and no 1 has been approved by any of them to make these tips. Holders should make their have choices as to irrespective of whether to tender their Notes, and, if so, the principal amount of money of Notes to tender.

This press release does not represent an offer you to buy or a solicitation of an offer to offer Notes or other securities, nor shall there be any acquire of Notes in any state or jurisdiction in which such offer, solicitation or order would be unlawful prior to the registration or qualification beneath the securities legislation of any these types of jurisdiction. The Offer you is becoming created exclusively by the Offer to Acquire dated March 29, 2022. This press release does not represent an present to market or the solicitation of an give to purchase any securities and shall not represent an give, solicitation or sale in any jurisdiction in which, or to any folks to whom, these kinds of giving, solicitation or sale would be unlawful. Any supply of concurrently made available securities will be made only by indicates of a prospectus and/or prospectus dietary supplement.


Elanco Animal Overall health Included (NYSE: ELAN) is a world-wide leader in animal overall health devoted to innovating and delivering items and services to protect against and deal with ailment in farm animals and pets, creating price for farmers, pet entrepreneurs, veterinarians, stakeholders, and modern society as a complete. With virtually 70 yrs of animal wellbeing heritage, we are committed to supporting our customers increase the wellbeing of animals in their care, when also producing a meaningful affect on our local and world communities. At Elanco, we are pushed by our eyesight of Food stuff and Companionship Enriching Life and our Elanco Healthier Purpose™ Sustainability/ESG framework – all to progress the well being of animals, people today and the earth. Study more at www.elanco.com.

Cautionary Assertion About Ahead-Hunting Statements

This press launch contains ahead-hunting statements inside of the that means of Portion 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Trade Act), with regards to the income tender supply for the outstanding 4.272% Senior Notes due 2023 of Elanco. Forward-hunting statements are dependent on our latest expectations and assumptions concerning our small business, the economic climate and other potential ailments. Simply because forward-hunting statements relate to the long term, by their nature, they are topic to inherent uncertainties, challenges and alterations in situation that are hard to predict. As a result, our actual outcomes may differ materially from all those contemplated by the forward-searching statements.

For more data about the factors that could cause genuine final results to vary materially from forward-on the lookout statements, be sure to see Elanco’s latest Type 10-K and subsequent Type 10-Qs submitted with the Securities and Exchange Commission. Despite the fact that we have tried to determine crucial risk elements, there could be other risk things not presently identified to us or that we presently think are not product that could trigger true benefits and developments to differ materially from these built in or suggested by the forward-on the lookout statements contained in this push release. If any of these threats materialize, or if any of the earlier mentioned assumptions underlying forward-searching statements establish incorrect, true final results and developments could vary materially from these produced in or instructed by the ahead-seeking statements contained in this press launch. We caution you versus relying on any forward-wanting statements, which ought to also be study in conjunction with the other cautionary statements that are integrated elsewhere in this press launch. Any forward-hunting statement built by us in this push release speaks only as of the day thereof. Variables or functions that could induce our real benefits to differ might arise from time to time, and it is not doable for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-seeking statement, irrespective of whether as a end result of new facts, potential developments or usually, except as might be essential by regulation. Comparisons of results for current and any prior periods are not supposed to specific any long term traits or indications of long run overall performance, until precisely expressed as this sort of, and really should be viewed as historical details.

Check out resource variation on businesswire.com: https://www.businesswire.com/news/house/20220329006031/en/


Investor Contact: Kathryn Grissom (317) 273-9284 or [email protected]

Media Speak to: Colleen Parr Dekker (317) 989-7011 or [email protected]