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Elanco Animal Health Receives Second Request from FTC Regarding Merger
Tuesday 10 December 2019

10 December 2019 - Indiana-based Elanco Animal Health Inc. (NYSE: ELAN) has received a second request for information from the US Federal Trade Commission in regards to its pending acquisition of Germany based Bayer AG's (ETR: BAYN) animal health business, the company said.

The request was anticipated as part of the regulatory process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the review continues to progress as expected.

"We continue to work collaboratively with the FTC and other regulators around the world and are progressing as expected," said Jeff Simmons, president and CEO of Elanco. "We remain confident in our expectations that any related dispositions will be consistent with the underlying pro-forma financials referenced in our August acquisition announcement."

In August, Elanco Animal Health announced it had agreed to acquire the animal health business of Germany based Bayer AG (ETR: BAYN) in a transaction valued at USD 7.6bn.

Elanco will finance the transaction through both cash and equity. Bayer AG will receive USD 5.32bn in cash, subject to customary purchase price adjustments, and USD 2.28bn or approximately 68m Elanco Animal Health common shares.

Elanco has secured a bridge commitment for the cash portion of the consideration. It intends to fund the cash consideration through a combination of new debt and equity.

The transaction, which is subject to regulatory approval and other customary closing conditions, creates the second largest animal health leader while strengthening and accelerating the company's proven innovation, portfolio and productivity strategy.

The transaction will double Elanco's Companion Animal business, advancing the company's intentional portfolio mix transformation and creating a balance between its Food Animal and Companion Animal segments.

Elanco (NYSE: ELAN) is a global animal health company that develops products and knowledge services to prevent and treat disease in food animals and pets in more than 90 countries.

Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. In fiscal 2018, the Group employed around 117,000 people and had sales of EUR 39.6bn (USD 43.9bn).

Goldman Sachs acted as financial advisor to Elanco and Paul, Weiss, Rifkind, Wharton and Garrison LLP and Hengeler Mueller acted as legal counsel to Elanco. Elanco's board of directors was provided a fairness opinion by Duff and Phelps.
Details
Date Published: 10/12/2019
Target: Bayer/animal health business
Country: Germany
Deal Size: 7.6bn (USD)
Sector: Healthcare
Type: Corporate acquisition
Financing: Cash and Stock
Status: Agreed
Vendor: Bayer
Buyer: Elanco Animal Health Inc
Buyer Advisor: Goldman Sachs , Paul, Weiss, Rifkind, Wharton and Garrison , Hengeler Mueller
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