Lilly Announces Final Results of Elanco Exchange Offer

Eli Lilly and Company announced the final results of its offer for shareholders to exchange their shares of Lilly common stock for shares of Elanco Animal Health Incorporated previously owned by Lilly, which expired at 12:00 midnight, New York City time, at the end of the day on March 8, 2019. Because the exchange offer was oversubscribed, Lilly accepted only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned fewer than 100 shares of Lilly common stock, or an “odd-lot,” who validly tendered all of their shares, were not subject to proration, in accordance with the terms of the exchange offer. The final proration factor of 13.5970839 percent was applied to all other shares of Lilly common stock that were validly tendered and not validly withdrawn to determine the number of such shares that have been accepted from each tendering shareholder.

“We’re pleased with the results of the exchange offer, and proud of what we accomplished with Elanco in our 64 years together. We wish Elanco and its employees continued success as they move into the future,” said David A. Ricks, Lilly’s chairman and CEO. “For Lilly, we believe this full separation will strengthen our focus: to create medicines that make life better for people around the world.” Based on the final count by the exchange agent, Computershare Trust Company, N.A., the final results of the exchange offer are as follows:

• Total number of shares of Lilly common stock validly tendered and not validly withdrawn: 467,055,775
• Shares tendered that were subject to proration: 465,325,822
• “Odd-lot” shares tendered that were not subject to proration: 1,729,953
• Total number of shares of Lilly common stock accepted: 65,000,775

Shares of Lilly common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly. In addition, the exchange agent will promptly credit shares of Elanco common stock for distribution in the exchange offer in book-entry form to accounts maintained by the Elanco transfer agent for tendering shareholders whose shares of Lilly common stock were accepted in the exchange offer. Checks in lieu of fractional shares of Elanco common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market. Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley served as the dealer managers for the exchange offer. – Medical Buyer Bureau