false 0001739104 0001739104 2024-07-09 2024-07-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of Earliest Event Reported): July 9, 2024

 

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

 

Indiana  001-38661  82-5497352

(State or other jurisdiction
of incorporation)

  (Commission
File Number)
 

(I.R.S. Employer

Identification No.)

 

2500 Innovation Way

Greenfield, Indiana

(Address of principal executive offices)

 

46140

(Zip Code)

 

Registrant’s telephone number, including area code: (877) 352-6261

 

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which
registered

Common stock, no par value   ELAN   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 2.01.Completion of Acquisition or Disposition of Assets.

 

As previously disclosed, on February 5, 2024, Elanco Animal Health Incorporated, an Indiana corporation (“Elanco”) entered into an Asset Purchase Agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement”) with Intervet International B.V., a Dutch private company with limited liability (“Buyer”), pursuant to which Buyer agreed to, subject to the satisfaction or waiver of certain conditions, acquire assets of Elanco’s aqua business (the “Business”) from Elanco or its affiliates for approximately $1.3 billion in cash payable at closing (the “Transaction”).

 

On July 9, 2024, Elanco, Buyer and their applicable affiliates consummated the Transaction. The purchase price was approximately $1.3 billion in cash, subject to customary post-closing adjustments set forth in the Purchase Agreement.

 

Item 7.01.Regulation FD Disclosure.

 

On July 9, 2024, Elanco issued a press announcing the completion of the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

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, or otherwise subject to the liabilities of that section.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release issued by Elanco Animal Health Incorporated, dated as of July 9, 2024.
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Elanco Animal Health Incorporated
   
Date: July 9, 2024 By: /s/ Todd Young
    Name: Todd Young
    Title: Executive Vice President and Chief Financial Officer