ELANCO ANIMAL HEALTH INCORPORATED Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the completion of the acquisition described under Item 8.01 below is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
On
At the effective time of the Merger (the "Effective Time"), each share of
KindredBio common stock that was outstanding immediately prior to the Effective
Time (other than shares of KindredBio common stock held by (1) KindredBio as
treasury stock, (2) Elanco or Merger Sub (or by any wholly owned subsidiary of
Elanco) or (3) stockholders who properly exercised their appraisal rights under
Section 262 of the Delaware General Corporation Law with respect to such shares)
was canceled and automatically converted into the right to receive
In addition, at the Effective Time, (i) each share of KindredBio common stock subject to vesting, repurchase or other lapse restriction that was outstanding immediately prior to the Effective Time became fully vested (to the extent such KindredBio common stock would not have otherwise vested) and was cancelled and converted automatically into the right to receive the Merger Consideration; (ii) each option to purchase shares of KindredBio common stock (other than rights to purchase shares of KindredBio common stock under the KindredBio employee stock purchase plan) (each, a "KindredBio Option"), whether vested or unvested and whether subject to time-based or performance-based vesting, that was outstanding immediately prior to the Effective Time became fully vested (to the extent unvested or to the extent such KindredBio Option would not otherwise have vested) and was automatically cancelled and converted into the right to receive a payment in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share subject to such KindredBio Option and (b) the total number of shares subject to such KindredBio Option; and (iii) each award of restricted stock units denominated in shares of KindredBio common stock, whether subject to time-based or performance-based vesting, that was outstanding immediately prior to the Effective Time (each, a "KindredBio RSU Award") became fully vested (to the extent unvested or to the extent such award would not otherwise have vested), and was automatically cancelled and converted into the right to receive a payment in cash equal to the product of (A) the total number of shares of KindredBio common stock subject to such KindredBio RSU Award and (B) the Merger Consideration. Any KindredBio Option with a per share exercise price equal to greater than the Merger Consideration was cancelled for no consideration.
The foregoing description of the Merger, the Merger Agreement and the related
transactions contemplated thereby is not complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which, other than the
First Amendment, was filed as Exhibit 2.1 to Elanco's Current Report on
Form 8-K filed with the
Exhibit 2.1 to Elanco's Current Report on Form 8-K filed with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release issued byElanco Animal Health Incorporated , datedAugust 30, 2021 . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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