LEAWOOD, Kan., April 26, 2019 /PRNewswire/ -- Aratana
Therapeutics (NASDAQ: PETX), a pet therapeutics company focused on
developing and commercializing innovative therapeutics for dogs and
cats, announced it has signed an agreement to be acquired by Elanco
Animal Health (NYSE: ELAN), its global collaboration partner on
GALLIPRANT® (grapiprant tablets). In conjunction with
the transaction, Elanco also announced the formation of a
commercial team dedicated to the veterinary specialty business.
Aratana's field force has demonstrated the ability to technically
communicate with veterinarians on pet therapeutics and if the
proposed agreement is consummated, the Aratana field force would
transition into this commercial team.
![Aratana Therapeutics logo Aratana Therapeutics logo](https://mma.prnewswire.com/media/359503/Aratana_Therapeutics_Logo.jpg)
The deal is structured as a stock-for-stock transaction.
Subject to the terms of the agreement, upon the closing of the
transaction, Aratana stockholders will receive 0.1481 share of
Elanco common stock and one contingent value right (CVR) for each
share of Aratana common stock. Based on the exchange ratio and the
closing prices on April 24, 2019,
Aratana's stockholders would receive Elanco shares equivalent to an
implied value of $4.75 per Aratana
share, representing a premium of approximately 40 percent, plus one
CVR per Aratana share. The CVR of $0.25 in cash per Aratana share shall be granted
to Aratana stockholders as of the closing date and paid if
capromorelin achieves certain sales levels on or before the end of
2021. Including the CVR, the transaction represents aggregate value
of up to approximately $245 million.
The proposed transaction remains subject to customary closing
conditions, including approval by Aratana stockholders and
clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
The proposed transaction has been unanimously approved by the
Aratana board.
Today's announced transaction would allow Elanco to integrate
the Aratana portfolio of pet therapeutics into their companion
animal therapeutics business, including a pipeline of therapeutic
candidates and two marketed products. If the proposed transaction
is consummated, we believe Aratana's portfolio will significantly
benefit from Elanco's broader on-the-ground presence in the U.S.
and Elanco's approach to lifecycle management, specifically the
potential to initiate international approvals.
"This proposed transaction acknowledges Aratana's contribution
of pet therapeutics to the animal health industry, specifically
recognizing our strong track-record as a drug developer and our
field team's unmatched expertise delivering innovation to
veterinary specialists," stated Craig
Tooman, President and Chief Executive Officer of Aratana.
"As a newly independent, premier animal health company, we believe
that Elanco would help expand our portfolio with their substantial
resources and presence within the companion animal segment."
"Aratana has been one of the most innovative start-ups in animal
health, bringing breakthrough solutions to the market," said
Jeff Simmons, President and Chief
Executive Officer of Elanco. "We look forward to putting greater
energy behind these brands with our increased share of voice in the
field and leveraging Aratana's strong presence in the specialty
market to capitalize on new opportunities."
Aratana's Best-In-Class Portfolio
- GALLIPRANT® (grapiprant tablets), developed by
Aratana, is a first-of-its-kind NSAID for canine
osteoarthritis
- ENTYCE® (capromorelin oral solution) stimulates
appetite in dogs by mimicking ghrelin, the "hunger hormone," to
treat inappetence caused by chronic and acute conditions
- NOCITA® (bupivacaine liposome injectable suspension)
is a long-acting local anesthetic that provides up to 72 hours of
post-operative pain relief following certain surgeries in dogs and
cat
- Canine Osteosarcoma Vaccine, Live Listeria Vector (AT-014) is
an immunotherapy conditionally licensed by the United States
Department of Agriculture's (USDA) as a treatment for dogs with
osteosarcoma
- AT-002 (capromorelin), a cat-specific formulation of the
ghrelin receptor agonist, is currently being evaluated for
unintended weight loss in cats with chronic kidney disease
- AT-006 (eprociclovir) is an anti-viral treatment for feline
herpes virus-induced ophthalmic conditions
- AT-018 (timapiprant), an oral CRTH2 antagonist, has potential
for the prevention of clinical signs of atopic dermatitis in
at-risk dogs
- AT-019 is a potent, next generation EP4 receptor antagonist
therapeutic candidate with potential in pain, inflammation and
other indications in cats and dogs
Barclays is serving as exclusive financial advisor to Aratana
Therapeutics and Latham & Watkins LLP is serving as legal
counsel.
Webcast and Conference Call Details
Elanco will
host a special webcast and conference call at 9:00 a.m. ET today, during which company
executives will discuss today's announcements and respond to
questions from financial analysts. Investors, analysts, members of
the media and the public may access the live webcast and
accompanying slides by visiting the Elanco website. A
replay of the webcast will be archived and made available a few
hours after the event.
Contacts
For investor inquires:
Rhonda Hellums
ir@aratana.com
(913) 353-1026
For media inquiries:
Rachel
Reiff
media@aratana.com
(913) 353-1050
About Aratana Therapeutics
Aratana (Nasdaq: PETX) is
a pet therapeutics company focused on developing and
commercializing innovative therapeutics for dogs and cats. Our
mission is to successfully develop and deliver best-in-class
therapeutics, provide comprehensive service to veterinarians and
serve as a collaborator of choice for human and animal health
companies. We believe our therapeutics are highly differentiated,
resolve recognizable needs in compelling markets and have
therapeutic profiles superior to the standard of care. For more
information, please visit www.aratana.com.
About Elanco Animal Health
Elanco (NYSE: ELAN) is a
global animal health company that develops products and knowledge
services to prevent and treat disease in food animals and pets in
more than 90 countries. With a 64-year heritage, Elanco rigorously
innovates to improve the health of animals and benefit our
customers, while fostering an inclusive, cause-driven culture for
more than 5,800 employees. Elanco is driven by its vision of food
and companionship enriching life - all to advance the health of
animals, people and the planet. Learn more at www.elanco.com.
IMPORTANT SAFETY INFORMATION
ENTYCE® (capromorelin oral solution) is for use in
dogs only. Do not use in breeding, pregnant or lactating dogs. Use
with caution in dogs with hepatic dysfunction or renal
insufficiency. Adverse reactions in dogs may include diarrhea,
vomiting, polydipsia, and hypersalivation. Should not be used in
dogs that have a hypersensitivity to capromorelin. Please see the
full Prescribing Information for more detail.
NOCITA® (bupivacaine liposome injectable
suspension) is for use in dogs and cats only. Do not use in dogs or
cats younger than 5 months of age, dogs that are pregnant,
lactating or intended for breeding. Do not administer by
intravenous or intra‐arterial injection. Adverse reactions in dogs
may include discharge from incision, incisional inflammation and
vomiting. Adverse reactions in cats may include elevated body
temperature, infection or chewing/licking at the surgical site.
Avoid concurrent use with bupivacaine HCl, lidocaine or other amide
local anesthetics. Please see the full Prescribing
Information for more detail.
GALLIPRANT® (grapiprant tablets) is not for use
in humans. For use in dogs only. Keep this and all medications out
of reach of children and pets. Store out of reach of dogs and other
pets in a secured location in order to prevent accidental ingestion
or overdose. Do not use in dogs that have a hypersensitivity to
grapiprant. If Galliprant is used long term, appropriate monitoring
is recommended. Concomitant use of Galliprant with other
anti-inflammatory drugs, such as COX-inhibiting NSAIDs or
corticosteroids, should be avoided. Concurrent use with other
anti-inflammatory drugs or protein-bound drugs has not been
studied. The safe use of Galliprant has not been evaluated in dogs
younger than 9 months of age and less than 8 lbs (3.6 kg), dogs
used for breeding, pregnant or lactating dogs, or dogs with cardiac
disease. The most common adverse reactions were vomiting, diarrhea,
decreased appetite, and lethargy. Click here for full
prescribing information.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction between Aratana Therapeutics, Inc., a
Delaware corporation ("Aratana")
and Elanco Animal Health Incorporated, an Indiana corporation ("Elanco"), pursuant to
the terms of that certain Agreement and Plan of Merger, dated as of
April 26, 2019, by and among Aratana,
Elanco and Elanco Athens, Inc., Elanco will file with the SEC a
registration statement on Form S-4 that will include a proxy
statement of Aratana that also constitutes a prospectus of Elanco
(the "proxy statement/prospectus"). The definitive proxy
statement/prospectus will be delivered to stockholders of Aratana.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the registration statement and the definitive proxy
statement/prospectus (when available) and other documents filed
with the SEC by Elanco and Aratana through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed
with the SEC by Elanco will be available free of charge on Elanco's
internet website at www.elanco.com or by contacting Elanco's
Investor Relations Department at (317) 383-9935. Copies of the
documents filed with the SEC by Aratana will be available free of
charge on Aratana's internet website at www.aratana.com or by
contacting Aratana's Investor Relations Department at (913)
353-1026.
Participants in the Merger Solicitation
Elanco,
Aratana, their respective directors and certain of their executive
officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Aratana stockholders in connection with the proposed merger and a
description of their direct and indirect interests, by security
holdings or otherwise, will be set forth in the proxy
statement/prospectus when it is filed with the SEC. Information
about the directors and executive officers of Elanco is set forth
in its proxy statement for its 2019 annual meeting of shareholders,
which was filed with the SEC on April 3,
2019. Information about the executive officers of Aratana is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2018 which was filed
with the SEC on March 13, 2019 and
additional information about its executive officers and information
about its directors is set forth in its proxy statement for its
2019 annual meeting of stockholders, which was filed with the SEC
on April 19, 2019.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this document that are not
strictly historical, including statements regarding the proposed
acquisition of Aratana, 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 we believe or anticipate will or may occur in the
future, may be "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995, and involve a
number of risks and uncertainties. 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 and
you should not place undue reliance on any such forward-looking
statements. These factors include risks and uncertainties related
to, among other things: (1) the inability to close the merger in a
timely manner; (2) the inability to complete the merger due to the
failure to obtain Aratana stockholder adoption of the merger
agreement or the failure to satisfy other conditions to completion
of the merger, including required regulatory approvals; (3) the
failure of the transaction to close for any other reason; (4) the
possibility that the integration of Aratana's business and
operations with those of Elanco may be more difficult and/or take
longer than anticipated, may be more costly than anticipated and
may have unanticipated adverse results relating to Aratana's or
Elanco's existing businesses; (5) the effect of the announcement of
the transaction on Elanco's, Aratana's or the combined company's
respective business relationships, operating results and business
generally; (6) diversion of management's attention from ongoing
business concerns; and (7) other factors that may affect future
results of the combined company described in the section entitled
"Risk Factors" in the proxy statement/prospectus to be mailed to
Aratana's stockholders and in Elanco's and Aratana's respective
filings with the U.S. Securities and Exchange Commission ("SEC")
that are available on the SEC's web site located at www.sec.gov,
including the sections entitled "Risk Factors" in Elanco's and
Aratana's Annual Reports on Form 10-K for the fiscal year ended
December 31, 2018. The
forward-looking statements made herein speak only as of the date
hereof and none of Elanco, Aratana or any of their respective
affiliates assumes any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events and developments or otherwise, except as required by
law.
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SOURCE Aratana Therapeutics