Elanco Announces Pricing of Initial Public Offering

Regulatory News:

Elanco Animal Health Incorporated, a subsidiary of Eli Lilly and Company (NYSE:LLY), announced today the pricing of its initial public offering (IPO) of 62.9 million shares of its common stock at a price to the public of $24.00 per share. The shares are expected to begin trading on the New York Stock Exchange (NYSE) on September 20, 2018 under the ticker symbol “ELAN.” The offering is expected to close on September 24, 2018, subject to customary closing conditions.

Elanco has granted the underwriters a 30-day option to purchase up to 9.435 million additional shares of common stock at the initial price to the public less underwriting discounts.

Following the IPO, Lilly is expected to hold approximately 82.3% of Elanco (80.2% if the underwriters' option to purchase more shares is exercised in full). The net proceeds from the IPO, net of certain amounts to be retained by Elanco, will be paid to Lilly as partial consideration for the animal health businesses that Lilly is transferring to Elanco in connection with the IPO.

Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley are joint lead book-running managers for the offering. Barclays, BNP Paribas, BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Evercore ISI and Cowen are book-running managers for the offering.

The offering will be made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained when available from:

Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, email: [e-mail], telephone: [phone], fax: [phone];

J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 866-803-9204 or by email at [e-mail]; or

Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.

A registration statement relating to these securities was filed with, and declared effective by, the U.S. Securities and Exchange Commission (SEC). This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.