Elanco announces investor call for 9:00 am
today
Elanco Animal Health (NYSE:ELAN) today announced it has signed
an agreement to acquire Aratana Therapeutics (NASDAQ:PETX), a pet
therapeutics company focused on developing and commercializing
innovative therapeutics for dogs and cats, and developer of the
first-of-its-kind canine NSAID for osteoarthritis, Galliprant®.
Elanco has also signed a development and commercialization
agreement with VetDC for Tanovea®-CA1, the first U.S. Food and Drug
Administration (FDA) conditionally approved canine lymphoma
treatment.
In conjunction with these agreements, Elanco also announced the
formation of a commercial team dedicated to the veterinary
specialty business focused on bringing new and innovative products
to the growing veterinary specialty category. If the transaction is
approved, the Aratana field force would transition into this
commercial team.
Aratana Acquisition
Elanco has been a strong supporter of Aratana since its
beginning, including investing as a limited partner in Cultivian,
one of the venture capital funds that participated in Aratana’s
early financing rounds. The relationship continued in 2016 with a
global agreement for the exclusive rights to develop, manufacture
and commercialize Galliprant®, a first-of-its-kind canine NSAID
osteoarthritis medicine. This transaction would allow Elanco to
capture the full value of this important, growing product. Aratana
further contributes two additional marketed products to Elanco’s
portfolio: Entyce®, the only FDA-approved veterinary therapeutic to
stimulate appetite in dogs, and Nocita®, a long-acting local
anesthetic that provides up to 72 hours of post-operative pain
relief following certain surgeries in dogs and cats. We believe
these products would benefit from Elanco’s broader on-the-ground
presence in the U.S. and the potential to pursue international
approvals. In addition, Aratana has a solid pipeline of five
product candidates in development for conditions ranging from
atopic dermatitis and pain/inflammation to oncology.
“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 while leveraging Aratana’s
strong presence in the specialty market to capitalize on new
opportunities for key existing Elanco companion animal therapy
brands. We believe the deal would bring greater value to
veterinarians and pet owners, as well as both Elanco and Aratana
shareholders.”
“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.”
The acquisition is structured as a stock-for-stock transaction,
with a cash contingent value right (CVR) of $0.25 to be granted to
Aratana shareholders as of the closing date if capromorelin
achieves certain sales levels before the end of 2021. Subject to
the terms of the agreement, upon the closing of the transaction,
Aratana shareholders will receive 0.1481 shares of Elanco and one
CVR for each share of Aratana. Shares to be issued for the
acquisition represent approximately 2 percent of Elanco shares
outstanding. Based on the exchange ratio and the closing prices
from April 24, 2019, Aratana’s shareholders would receive the
number of 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. This stock portion of the deal is
valued at approximately $234 million, excluding the potential CVR
payment, or up to $245 million with the CVR payment. The
transaction is expected to close in the mid-year timeframe, but
remains subject to customary closing conditions, including approval
by Aratana shareholders and clearance under the Hart-Scott-Rodino
Antitrust Improvements Act. The proposed acquisition has been
unanimously approved by the Aratana board.
VetDC Collaboration
Based in Ft. Collins, Colo., VetDC is a spinoff from Colorado
State University established to identify, develop and commercialize
oncology therapies for pets. Cancer is one of the leading causes of
death in older dogs, and among the top concerns for pet owners.
Elanco and VetDC have reached an agreement for the
commercialization of Tanovea-CA1, the first FDA conditionally
approved treatment for lymphoma in dogs. It is an
easy-to-administer, well-tolerated chemotherapy specifically
designed to target and kill canine lymphoma cells via up to five
30-minute IV treatments. While full FDA approval is pending, the
initial response in a clinical study has been significant with a
100 percent response rate when used as a first-line treatment and
64 percent response rate for relapsed dogs. Terms of the agreement
were not disclosed.
“As pets live longer, they face increased risk of cancer-related
diseases,” said Aaron Schacht, executive vice president,
Innovation, Regulatory and Business Development of Elanco.
“Elanco’s business is built on our ability to identify and deliver
novel solutions to meet our customers’ greatest health challenges
by harnessing multiple sources of innovation. Elanco seeks to be
the innovation partner of choice for emerging companies such as
VetDC. We are excited to collaborate with our VetDC colleagues to
pursue the full approval of Tanovea-CA1 and leverage our new
specialty sales approach to increase access to this important
technology.”
Dedicated Veterinary Specialty
Focus
“These agreements and the dedicated focus on the veterinary
specialty sector fit perfectly into our overall strategic plan,
furthering Elanco’s focus on companion animal therapy and better
positioning us to capitalize on key underlying market
fundamentals,” Simmons said. “Thanks to advances in veterinary
medicine, such as parasiticides and vaccines, pets are living
longer and experience many of the same diseases of aging as humans,
including arthritis and cancer. Further, consumers have an
increasing expectation of care for these ailments. Our actions
today enable us to take another step forward in fulfilling the
needs of pet owners worldwide as they help their pets live longer,
healthier, higher-quality lives.”
With about 1,000 clinics, veterinary specialty is among the
fastest growing segments in veterinary medicine. Creating the new
commercial team to focus on this segment gives Elanco the
industry’s only dedicated veterinary specialty sales force and an
opportunity to uniquely position several existing products into
this market. As this space continues to emerge, the creation of the
team allows Elanco to incubate and grow a business that serves this
budding niche market.
Combined with Elanco’s comprehensive offering of products from
parasiticides and vaccines to specialized pain management and
osteoarthritis treatments, Elanco’s companion animal portfolio
gives veterinarians options to care for the youngest of kittens to
the oldest of dogs.
Jefferies LLC is acting as the financial advisor and Bryan Cave
Leighton Paisner LLP is acting as the legal advisor to Elanco on
the Aratana transaction.
WEBCAST AND CONFERENCE CALL DETAILS
Elanco will host a special webcast and conference call at
9:00 a.m. Eastern Daylight Time 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
at https://investor.elanco.com and selecting Events and
Presentations. A replay of the webcast will be archived and made
available a few hours after the event on the company's website,
at https://investor.elanco.com/investor/events-and-presentations.
ABOUT ELANCO
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, we rigorously innovate to improve the health of
animals and benefit our customers, while fostering an inclusive,
cause-driven culture for more than 5,800 employees. At Elanco,
we’re driven by our vision of food and companionship enriching life
- all to advance the health of animals, people and the planet.
Learn more at www.elanco.com.
ABOUT ARATANA THERAPEUTICS
Aratana Therapeutics is a pet therapeutics company focused on
developing and commercializing innovative therapeutics for dogs and
cats. Aratana Therapeutics’ 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. Aratana Therapeutics believes its
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 VETDC
VetDC was established out of Colorado State University’s
top-ranked Flint Animal Cancer Center to identify and evaluate
novel anti-cancer therapies and advance them rapidly in pets. VetDC
is focusing on innovative, cutting-edge programs that were
initially designed for humans, but were subsequently found to
demonstrate promising benefits in companion animals. Through this
unique ‘reverse-engineering’ approach VetDC is providing
veterinarians with access to the most advanced, scientifically
rigorous treatments available today and pet owners with new options
and hope for treating their beloved family members. For more
information, please visit www.vetdc.com.
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 involving 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 agreement between VetDC and Elanco, 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; (7) the possibility that the collaboration between Elanco
and VetDC will not be commercially successful; and (8) 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190426005115/en/
Investors: Jim Greffet +1.317.383.9935
greffet_james_f@elanco.com
Media: Colleen Parr Dekker +1.317.989.7011
colleen_parr_dekker@elanco.com
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