Elanco Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation
14 October 2020 - 6:00AM
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201013005912/en/
Investor Contact: Tiffany Kanaga +1.302.897.0668
kanaga_tiffany@elanco.com Media Contact: Colleen Parr Dekker
+1.317.989.7011 colleen_parr_dekker@elanco.com
Elanco Animal Health (NYSE:ELAN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Elanco Animal Health (NYSE:ELAN)
Historical Stock Chart
From Jul 2023 to Jul 2024