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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