Elanco Files 8-K on Material Agreement & Reg FD Disclosure

TL;DR

**Elanco just filed an 8-K about a big agreement, but the details are missing.**

AI Summary

Elanco Animal Health Inc. filed an 8-K on February 5, 2024, to report an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure." While the filing indicates a significant agreement, the specific details of the agreement, including names and dollar amounts, are not disclosed within this initial 8-K. This matters to investors because material agreements can significantly impact a company's future revenue, expenses, and strategic direction, but without details, the impact remains uncertain.

Why It Matters

This filing signals a potentially significant business development for Elanco, but the lack of specific details means investors are currently in the dark about its financial implications.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but provides no details, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would monitor Elanco's subsequent filings (like 10-Q or another 8-K) for specific details about the "Material Definitive Agreement" to assess its potential impact on the company's financials and strategic direction before making investment decisions.

Key Players & Entities

• Elanco Animal Health Incorporated (company) — the registrant filing the 8-K
• February 5, 2024 (date) — Date of Earliest Event Reported
• 001-38661 (other) — Commission File Number
• ELAN (other) — Trading Symbol on New York Stock Exchange

Forward-Looking Statements

• Elanco will file a subsequent 8-K or 10-K/Q with more details about the material definitive agreement. (Elanco Animal Health Incorporated) — high confidence, target: Q1 2024
• The market reaction to this filing will be muted until more specific details of the agreement are disclosed. (ELAN stock price) — medium confidence, target: February 2024

FAQ

Key Financial Figures

• $1.3 billion — ness (the "Business") for approximately $1.3 billion in cash payable at closing (the "Transa
• $55 million — ired to pay Elanco a termination fee of $55 million in cash. The foregoing description of

Filing Documents

• tm245182d1_8k.htm (8-K) — 34KB
• tm245182d1_ex2-1.htm (EX-2.1) — 843KB
• tm245182d1_ex99-1.htm (EX-99.1) — 16KB
• tm245182d1_ex99-1img01.jpg (GRAPHIC) — 4KB
• 0001104659-24-010337.txt ( ) — 1245KB
• elan-20240205.xsd (EX-101.SCH) — 3KB
• elan-20240205_lab.xml (EX-101.LAB) — 33KB
• elan-20240205_pre.xml (EX-101.PRE) — 22KB
• tm245182d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On February 5, 2024, Elanco Animal Health Incorporated, an Indiana corporation ("Elanco"), and Intervet International B.V., a Dutch private company with limited liability ("Buyer"), entered into an Asset Purchase Agreement (the "Agreement"). The Agreement provides that, subject to the satisfaction or waiver of certain conditions, Buyer will acquire assets from Elanco of Elanco's aqua business (the "Business") for approximately $1.3 billion in cash payable at closing (the "Transaction"). The assets to be acquired by Buyer include inventories of certain products, owned and leased real properties, intellectual property and technology, books and records, contracts, permits and authorizations, and equipment, in each case related to the Business as described in the Agreement. In connection with the Transaction, Buyer has agreed to make offers of employment or engagement to certain employees and independent contractors of Elanco who work for the Business. Buyer will assume the liabilities arising out of the conduct of the Business from and after the closing. The Agreement contains certain representations, warranties and covenants of each of Buyer and Elanco that are customary for transactions of this nature, including covenants by Elanco relating to the operation of the Business prior to the closing and certain restrictions on Elanco and its subsidiaries from conducting certain business activities that compete with the Business following the closing of the Transaction, subject to certain exceptions as described in the Agreement. Each of Buyer and Elanco has agreed to indemnify the other for certain losses arising out of breaches of certain representations and post-closing covenants and for certain losses arising out of excluded assets or transferred assets, or excluded liabilities or assumed liabilities, as applicable, subject to customary limitations. The consummation of the Transaction is subject to the satisf

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 5, 2024, Elanco issued a press release announcing the Transaction, a copy of which 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, or otherwise subject to the liabilities of that section.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement by and between Elanco Animal Health Incorporated as Seller and Intervet International as Buyer dated as of February 5, 2024.* 99.1 Press Release Issued by Elanco Animal Health Incorporated dated February 5. 2024. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits to the Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

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: February 5, 2024 By: /s/ Todd Young Name: Todd Young Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR