Market Overview

I think you’ll love what you hear,
what you’ll see and the opportunities
that will be set before you.
- Jon Najarian

Elanco Announces Agreement to Acquire Aratana Therapeutics; Completes Oncology Development Agreement with VetDC, Creates Specialty Veterinary Business Focus


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

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

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


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 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


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


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


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

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
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
Copies of the documents filed with the SEC by Elanco will be available
free of charge on Elanco's internet website at
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
or by contacting Aratana's Investor Relations Department at (913)

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,
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 Comments and Join the Discussion!
Lightning Fast
Market News Service
$199 Free 14 Day Trial