Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
02 August 2021 - 11:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a party
other than the Registrant x
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Kindred Biosciences, Inc.
(Name of Registrant
as Specified In Its Charter)
Elanco Animal Health Incorporated
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): July 30, 2021
Elanco
Animal Health Incorporated
(Exact name of registrant as specified
in its charter)
Indiana
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001-38661
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82-5497352
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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2500 Innovation Way
Greenfield, Indiana
(Address of principal executive offices)
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46140
(Zip
Code)
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Registrant’s telephone number, including area code: (877)
352-6261
Not Applicable
(Former Name or Address, if Changed
Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, no par value
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ELAN
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New York Stock Exchange
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5.00% Tangible Equity Units
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ELAT
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
As previously announced, on June 15, 2021, Elanco
Animal Health Incorporated, an Indiana corporation (“Elanco”), entered into an Agreement and Plan of Merger (as it may be
amended from time to time in accordance with its terms, including by the First Amendment, dated June 30, 2021, the “Merger Agreement”)
with Kindred Biosciences, Inc., a Delaware corporation (“KindredBio”), and Knight Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Elanco (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth in
the Merger Agreement, Merger Sub will merge with and into KindredBio (the “Merger”), with KindredBio surviving the Merger
and becoming a wholly owned subsidiary of Elanco.
The Merger is subject to the satisfaction or waiver of certain closing
conditions including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Waiting Period”). The HSR Waiting Period expired on July 30, 2021 at 11:59
p.m. Eastern Time.
Subject to obtaining KindredBio stockholder approval and the satisfaction
of other closing conditions to the Merger, Elanco currently expects to complete the Merger later in the current quarter.
Important Information for Investors and Stockholders
This communication does not constitute a solicitation of any vote or
approval in connection with the proposed acquisition of Kindred Biosciences, Inc. (“KindredBio”) by Elanco Animal Health Incorporated
(“Elanco” and such proposed acquisition, the “Merger”). In connection with the proposed Merger, KindredBio has filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”). Beginning on July 21, 2021, KindredBio
mailed the proxy statement to its stockholders. BEFORE MAKING ANY VOTING DECISION, KINDREDBIO’S STOCKHOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KINDREDBIO AND THE PROPOSED MERGER.
The proposals for the Merger will be made solely through the proxy statement. Investors and stockholders may obtain copies of the proxy
statement and other documents filed with the SEC by KindredBio (when they became available) free of charge from the SEC’s website
at www.sec.gov or by accessing KindredBio’s website at www.kindredbio.com. In addition, a copy of the proxy statement may be obtained
free of charge from Investor Relations at Kindred Biosciences, Inc., 1555 Bayshore Highway, Suite 200, Burlingame, CA 94010. Copies
of the documents filed with the SEC by Elanco (when they become available) may be obtained free of charge from the SEC’s website
at www.sec.gov or by accessing Elanco’s website at www.elanco.com.
Participants in the Merger Solicitation
Elanco, KindredBio, and certain of their directors, executive officers
and employees may be considered participants in the solicitation of proxies from KindredBio’s stockholders with respect to the proposed
transactions. Information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of KindredBio’s
stockholders in connection with the proposed Merger and a description of their direct and indirect interests therein, by security holdings
or otherwise, are set forth in the definitive proxy statement filed by KindredBio with the SEC on July 21, 2021. Information about Elanco’s
directors and executive officers is set forth in Elanco’s definitive proxy statement for its 2021 Annual Meeting of Shareholders,
which was filed with the SEC on March 25, 2021. Information about KindredBio’s directors and executive officers is set forth in
KindredBio’s definitive proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021.
These documents may be obtained as indicated above.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this report that are not a description of historical
facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,”
“expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements,
and are based on our current beliefs and expectations. These forward-looking statements include, without limitation, statements regarding
the proposed acquisition of KindredBio, the expected timetable for completing the transaction, future financial and operating results,
benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events
or developments that Elanco believes or anticipates will or may occur in the future. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by such forward-looking statements. These factors include risks and uncertainties
related to, among other things: uncertainties as to the timing of the Merger; the possibility that competing acquisition proposals will
be made; the inability to complete the Merger due to the failure to obtain KindredBio’s stockholder adoption of the Merger Agreement
or the failure to satisfy other conditions to completion of the Merger; the failure of the transaction to close for any other reason;
the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators,
customers, vendors and other business partners; the risk that stockholder litigation in connection with the Merger may result in significant
costs of defense, indemnification and liability; diversion of management’s attention from ongoing business concerns and other risks
and uncertainties that may affect future results of the combined company, including the risks described in the section entitled “Risk
Factors” in Elanco’s and KindredBio’s Annual Reports on Form 10-K for the year ended December 31, 2020 and Quarterly
Reports on Form 10-Q for the quarter ended March 31, 2021. All forward-looking statements are qualified in their entirety by this cautionary
statement and neither Elanco nor KindredBio undertake any obligation to revise or update this report to reflect events or circumstances
after the date hereof, except as required by law.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit No.
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Description
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104.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Elanco Animal Health Incorporated
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August 2, 2021
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By:
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/s/ Todd Young
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Name: Todd Young
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Title: Executive Vice President and Chief Financial Officer
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