Agreement to Acquire Boehringer

Eight new product lines and a fully integrated manufacturing and R&D site to transfer to Elanco, adding to its growing companion animal business; subject to FTC approval and closing of BI/Sanofi asset swap

Today Elanco U.S., Inc., a subsidiary of Eli Lilly and Company, announced an agreement to acquire Boehringer Ingelheim Vetmedica, Inc.’s (BIVI) U.S. feline, canine and rabies vaccines portfolio – as well as a fully integrated manufacturing and R&D site – for $885 million, including the estimated cost of acquired inventory. The deal will diversify Elanco’s U.S. companion animal portfolio by complementing its offerings for dogs and cats.

Joining Elanco’s U.S. portfolio – which currently includes parasiticides, pain and dermatology medicines – will be routinely administered vaccines for bordetella, Lyme disease, rabies and parvovirus, among others. Also included in the agreement are several pipeline assets.

The Fort Dodge, Iowa-based facility brings capacity to manufacture the acquired products as well as R&D and testing capabilities, including an on-site veterinary research center and lab space.

“We understand the unique bond that owners share with pets and are committed to helping those pets live longer, healthier lives,” said Jeff Simmons, president, Elanco Animal Health. “With a growing portfolio addressing both prevention and treatment of disease, Elanco can partner with veterinarians and pet caregivers to do just that.”

The acquisition is anticipated to close by early 2017, subject to approval by the Federal Trade Commission and also subject to antitrust approval and closing of Boehringer Ingelheim’s asset swap transaction with Sanofi.

The sale of BIVI’s U.S. pet vaccines business and Fort Dodge manufacturing site is a required step toward the acquisition of Merial by Boehringer Ingelheim.

The current vaccine portfolio to be acquired has experienced revenue growth over the past three years, and Lilly expects the acquisition to be accretive to GAAP earnings in 2019 and to non-GAAP earnings in 2018.

John C. Lechleiter, Ph.D., Lilly’s chairman, president and chief executive officer, said that the planned acquisition of BIVI’s U.S. feline, canine and rabies vaccines portfolio reaffirms Lilly’s confidence in Elanco’s growth potential.

“As a result of the acquisition, Elanco will bring greater value to customers by providing a suite of options for preventing common diseases in companion animals,” said Lechleiter. “Coupled with our robust food animal portfolio, this addition further strengthens Elanco’s position in the global animal health business.”

Jefferies LLC is acting as the exclusive financial advisor and Paul Hastings LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal advisors to Elanco and Lilly in this transaction.