Elanco Signs Agreement with Dechra to Divest Osurnia®

Proactive divestiture helps advance Bayer Animal Health acquisition anti-trust review

GREENFIELD, Ind.--(BUSINESS WIRE)--Elanco Animal Health Incorporated (NYSE: ELAN) announced today it has signed an agreement to divest Osurnia^®, a treatment for otitis externa in dogs, to Dechra Pharmaceuticals PLC (LON: DPH) for $135 million in an all-cash deal.

Elanco has made the independent decision to divest global rights to Osurnia, which had 2018 annual revenue of $31.2 million, with intent to advance the previously announced acquisition of Bayer AG’s (ETR: BAYN) global animal health business. The closing of the transaction with Dechra is contingent on Elanco entering into a consent decree with the Federal Trade Commission (FTC), the European Commission (EU Commission) and other agencies in connection with its Bayer transaction, as well as other customary closing conditions.

“We’re very pleased with the pace of the process and productivity from our discussions with the FTC and EU Commission. This is an important step forward for our acquisition of Bayer Animal Health and we look forward to continuing to work constructively with regulators,” said Jeff Simmons, president and CEO of Elanco. “Dechra is the right company with the right capabilities to take Osurnia forward, keeping this important product available for both veterinarians and pet owners.”

Elanco continues to make solid progress in its discussions with regulatory authorities in relation to the acquisition of Bayer AG’s animal health business. The company currently anticipates divesting a small portfolio of products across both organizations with total 2018 revenue of approximately $120 million to $140 million to achieve any required clearances globally. Elanco is in advanced discussions with both the FTC and EU Commission in regards to the remaining assets in those jurisdictions.

Discussions with other regulatory authorities are progressing as expected. Any proposed remedies and final clearance for the Elanco/Bayer transaction remain subject to review and approval from regulatory authorities.

Advisors

Goldman Sachs acted as financial advisor to Elanco. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Covington & Burling LLP and Slaughter and May acted as legal counsel to Elanco.

About Elanco

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. With a 65-year heritage, we rigorously innovate to improve the health of animals and benefit our customers, while fostering an inclusive, cause-driven culture for approximately 5,800 employees. At Elanco, we’re driven by our vision of food and companionship enriching life - all to advance the health of animals, people and the planet. Learn more at www.elanco.com.

Forward Looking Statement

This press release contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) about our expectations concerning our antitrust filings with the FTC and other regulators in connection with our acquisition of the animal health business of Bayer AG, and reflects Elanco’s current belief. Forward-looking statements are based on our current expectations and assumptions regarding our business and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. For further discussion of these and other risks and uncertainties, see Elanco’s most recent filings with the United States Securities and Exchange Commission. Except as required by law, Elanco undertakes no duty to update forward-looking statements to reflect events after the date of this release.