ELANCO ANIMAL HEALTH INCORPORATED Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to the Agreement and Plan of Merger
On
Additional Information
The foregoing description of the principal terms of the Merger Agreement Amendment is not complete and is qualified in its entirety by reference to the Merger Agreement Amendment, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.
The Merger Agreement Amendment and the foregoing description have been included to provide investors and stockholders with information regarding the terms of the amendment. They are not intended to provide any other factual information about Elanco, Merger Sub or KindredBio, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger.
Important Information for Investors and Stockholders
This communication does not constitute a solicitation of any vote or approval in
connection with the proposed acquisition of Kindred Biosciences, Inc.
("KindredBio") by
Participants in the Merger Solicitation
Elanco, KindredBio, and certain of their directors, executive officers and
employees may be considered participants in the solicitation of proxies from
KindredBio's stockholders with respect to the proposed transactions. Information
regarding the persons who may, under the
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this report that are not a description of historical
facts are forward-looking statements. Words or phrases such as "believe," "may,"
"could," "will," "estimate," "continue," "anticipate," "intend," "seek," "plan,"
"expect," "should," "would" or similar expressions are intended to identify
forward-looking statements, and are based on our current beliefs and
expectations. These forward-looking statements include, without limitation,
statements regarding the proposed acquisition of KindredBio, the expected
timetable for completing the transaction, future financial and operating
results, benefits and synergies of the transaction, future opportunities for the
combined businesses and any other statements regarding events or developments
that Elanco believes or anticipates will or may occur in the future. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. 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. These factors include risks and
uncertainties related to, among other things: uncertainties as to the timing of
the Merger; the possibility that competing acquisition proposals will be made;
the inability to complete the Merger due to the failure to obtain KindredBio's
stockholder adoption of the Merger Agreement or the failure to satisfy other
conditions to completion of the Merger, including required regulatory approvals;
the failure of the transaction to close for any other reason; the effects of
disruption caused by the transaction making it more difficult to maintain
relationships with employees, collaborators, customers, vendors and other
business partners; the risk that stockholder litigation in connection with the
Merger may result in significant costs of defense, indemnification and
liability; diversion of management's attention from ongoing business concerns
and other risks and uncertainties that may affect future results of the combined
company, including the risks described in the section entitled "Risk Factors" in
Elanco's and KindredBio's Annual Reports on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 First Amendment to Agreement and Plan of Merger, dated as ofJune 30, 2021 , by and amongElanco Animal Health Incorporated ,Knight Merger Sub, Inc. and Kindred Biosciences, Inc. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source
