Elanco Closes Acquisition of Bayer Animal Health - Seite 2

Farm Animals: The combined company brings together complementary farm animal portfolios that position Elanco to serve an even broader spectrum of the industry and better leverage data, and services for customers. The transaction adds a number of anchor cattle brands, enhances the company’s global bio-protection portfolio, and expands the company’s aqua presence into warm water fish.

• Productivity: Elanco plans to leverage its extensive integration experience – and ownership mindset – to efficiently and quickly integrate the new business. The combined company is expected to generate significant operating cash flow as a result of the durable industry and resilient portfolios. While the timing of achieving goals from the deal announcement have been impacted by the COVID-19 pandemic, the company still expects to deliver $275 - $300 million in synergies by 2025.

“Most importantly, today is about the farmers, veterinarians, and pet owners we serve. If COVID-19 has made anything clear – it’s that the world has never needed animals and the work farmers and veterinarians do more,” Simmons said. “Together, we are better positioned to advocate for our customers, to deliver solutions to their greatest unmet needs, so they can keep healthy, sustainably sourced meat, milk, fish and eggs in the center of the dinner table and healthy, active pets in the center of families. Together, we have the potential to improve animal health and the lives of billions.”

Financing Terms

Upon close, Bayer AG received $5.17 billion in cash, comprised of proceeds from the company’s equity and tangible equity unit issuances in the first quarter of 2020 and debt financing from the Term Loan B priced in the first quarter of 2020 that closed with the transaction closing. Additionally, approximately 72.9 million shares of Elanco Animal Health common stock were issued to Bayer AG. These shares will be subject to a lock up, where Bayer cannot sell any shares for the first 90 days. In the second 90 days, 50 percent of shares are eligible for sale and the remainder may be sold after 180 days. Moreover, Elanco has completed the required anti-trust divestures that had been previously announced. The divested products had 2019 revenue in the range of $120 million to $140 million.