Elanco Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation

GREENFIELD, Ind.--(BUSINESS WIRE)--Elanco Animal Health Incorporated (“Elanco”) (NYSE: ELAN) has received a notification of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 4,000,000 shares of Elanco common stock, representing approximately 1.00% of the outstanding shares of Elanco common stock.

TRC Capital’s offer price of $26.45 per share is approximately 4.5% lower than the $27.70 closing price per share of Elanco common stock on the New York Stock Exchange on October 2, 2020, the last trading day before the date of the offer, and approximately 21.7% below the $33.79 closing price per share of Elanco common stock on October 12, 2020, the last trading day before the date of this press release.

Elanco does not endorse TRC Capital’s mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents. Elanco recommends that shareholders do not tender their shares in response to the offer because the offer price is below the current market value for shares of Elanco common stock. The offer is subject to a number of conditions, including, among others, that there has not been a decrease in the market price of shares of Elanco common stock and TRC Capital’s ability to obtain financing sufficient to consummate the offer. Elanco also recommends that shareholders who have tendered shares to TRC Capital withdraw those shares by providing the written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on November 3, 2020.

TRC Capital has made similar unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers, such as TRC Capital’s offer, seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements applicable under most bids under U.S. federal securities laws. The Securities Exchange Commission (“SEC”) has cautioned investors about mini-tender offers noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors regarding these offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.

Elanco urges shareholders to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC Capital’s offer.

Elanco encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure on the SEC’s website at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Elanco requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to shares of Elanco common stock.

ABOUT ELANCO

Elanco Animal Health Incorporated (NYSE:ELAN) is a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole. With nearly 70 years of animal health heritage, we are committed to helping our customers improve the health of animals in their care, while also making a meaningful impact on our local and global communities. At Elanco, we are driven by our vision of Food and Companionship Enriching life and our Elanco Healthy Purpose™ CSR framework – all to advance the health of animals, people and the planet. Learn more at www.elanco.com.