Ancora Nominates Director Candidates Despite
Elanco's Meaningful Operational Progress and Good Faith Engagement
with the Investor
GREENFIELD, Ind., Feb. 29,
2024 /PRNewswire/ -- Elanco Animal Health
Incorporated (NYSE: ELAN) today issued the following statement in
response to the submission of four nominees to the Company's Board
of Directors by Ancora Holdings Group, LLC ("Ancora"):
The execution of Elanco's Innovation, Portfolio
and Productivity strategy, led by CEO Jeff
Simmons, is working. Elanco has returned to growth and is
progressing a robust and innovative pipeline that will generate
further growth. Elanco's commitment to the continued development of
a strong and sustainable innovation pipeline is a multi-year
process which is key to the Company's future success.
Importantly, shareholders have been rewarded.
Elanco stock is up 39% over the past year, reaching a 52-week high
earlier this week and significantly outperforming its
peers.1
The executive team and Board of Elanco welcome
engagement with our shareholders and suggestions for improving the
Company's strategy and execution. Ancora has asked for just two
meetings with the Company and the Company actively engaged with
Ancora in both of those meetings.
Since revealing its candidates in writing two
weeks ago, Ancora has refused to allow the Elanco Board to meet
those candidates. Instead, Ancora has demanded that the Board agree
to add three of Ancora's candidates, sight unseen, to the Elanco
Board and to significantly overhaul the leadership of the Board and
the Company. Our interest in meeting with their candidates still
stands.
Elanco has taken decisive actions to improve
performance. Leadership has strengthened the Company's focus
through the sale of the aqua business, which will also enable
Elanco to reduce leverage, and has announced a resource
restructuring to shift investments into more significant value
creation areas. Elanco has also taken action to meaningfully
enhance our corporate governance and shareholder rights. The
leadership team is concentrated on minimizing any distractions and
executing actions that we believe are in the best interest of all
shareholders.
Spotlight Advisors is serving as financial advisor and Wachtell,
Lipton, Rosen & Katz is serving as legal advisor to Elanco
Animal Health.
About Elanco
Elanco Animal Health Incorporated
(NYSE: ELAN) is a global leader in animal health dedicated to
innovating and delivering products and services to prevent and
treat disease in farm animals and pets, creating value for farmers,
pet owners, veterinarians, stakeholders and society as a whole.
With nearly 70 years of animal health heritage, we are committed to
helping our customers improve the health of animals in their care,
while also making a meaningful impact on our local and global
communities. At Elanco, we are driven by our vision of Food and
Companionship Enriching Life and our Elanco Healthy Purpose™
Sustainability Initiatives – all to advance the health of animals,
people, the planet and our enterprise. Learn more
at www.elanco.com.
Important Additional Information Regarding Proxy
Solicitation
The Company intends to file a proxy statement
and white proxy card with the SEC in connection with the
solicitation of proxies for the Company's 2024 annual meeting of
shareholders (the "Proxy Statement" and such meeting the "2024
Annual Meeting"). The Company, its directors and certain of its
executive officers will be participants in the solicitation of
proxies from shareholders in respect of the 2024 Annual Meeting.
Information regarding the names of the Company's directors and
executive officers and their respective interests in the Company by
security holdings or otherwise is set forth in the Company's proxy
statement for the 2023 annual meeting of shareholders, filed with
the SEC on April 6, 2023 (the "2023
Proxy Statement") and available
at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001739104/000114036123016933/ny20006147_def14a.htm.
Please refer to the sections captioned "Non-Employee Director
Compensation," "Compensation Discussion and Analysis," "Executive
Compensation Tables," and "Stock Ownership Information" in the 2023
Proxy Statement. To the extent holdings of such participants in the
Company's securities have changed since the amounts described in
the 2023 Proxy Statement, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information can also be found in the Company's Annual Report on
Form 10-K for the year ended December 31,
2023, filed with the SEC on February
26, 2024. Details concerning the nominees of the Company's
Board of Directors for election at the 2024 Annual Meeting will be
included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These documents, including the definitive Proxy
Statement (and any amendments or supplements thereto) and other
documents filed by the Company with the SEC, are available for no
charge at the SEC's website at http://www.sec.gov and at the
Company's investor relations website at
https://investor.elanco.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws,
including, without limitation, statements concerning future
business activities and financial performance, and may be
identified by the use of words like "may," "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend,"
"believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology.
Forward-looking statements are based on our current expectations
and assumptions regarding our business, the economy and other
future conditions and are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. As a
result, our actual results may differ materially from those
contemplated by the forward-looking statements. Important risk
factors that could cause actual results to differ materially from
those in the forward-looking statements include but are not limited
to the following: operating in a highly competitive industry; the
success of our research and development (R&D) and licensing
efforts; the impact of disruptive innovations; competition from
generic products; an outbreak of infectious disease carried by farm
animals; risks related to the evaluation of animals; consolidation
of our customers and distributors; the impact of increased or
decreased sales into our distribution channels; our dependence on
the success of our top products; our ability to complete
acquisitions and divestitures and successfully integrate the
businesses we acquire, including the proposed divestiture of our
aqua business; our ability to implement our business strategies or
achieve targeted cost efficiencies and gross margin improvements;
manufacturing problems and capacity imbalances; fluctuations in
inventory levels in our distribution channels; ; the impact of
weather conditions, including those related to climate change, and
the availability of natural resources; the effects of a human
disease outbreak, epidemic, pandemic or other widespread public
health concern; the loss of key personnel or highly skilled
employees; adverse effects of labor disputes, strikes and/or work
stoppages; the effect of our substantial indebtedness on our
business; changes in interest rates; risks related to the
write-down of goodwill or identifiable intangible assets; the lack
of availability or significant increases in the cost of raw
materials; risks related to our presence in foreign markets; risks
related to currency rate fluctuations; risks related to underfunded
pension plan liabilities; the potential impact that actions by
activist shareholders could have on the pursuit of our business
strategies; risks related to certain governance provisions in our
constituent documents; actions by regulatory bodies, including as a
result of their interpretation of studies on product safety; the
possible slowing or cessation of acceptance and/or adoption of our
farm animal sustainability initiatives; the impact of increased
regulation or decreased governmental financial support related to
the raising, processing or consumption of farm animals; the impact
of litigation, regulatory investigations, and other legal matters,
including the risk to our reputation; challenges to our
intellectual property rights or our alleged violation
of rights of others; misuse, off-label or counterfeiting use of our
products; unanticipated safety, quality or efficacy concerns and
the impact of identified concerns associated with our
products. For additional information about these and other
factors that could cause actual results to differ materially from
forward-looking statements, please see the Risk Factors in the
company's latest Form 10-K and Form 10-Qs filed with the Securities
and Exchange Commission. Although we have attempted to identify
important risk factors, there may be other risk factors not
presently known to us or that we presently believe are not material
that could cause actual results and developments to differ
materially from those made in or suggested by the forward-looking
statements contained in this press release. Any forward-looking
statement made by us in this press release speaks only as of the
date thereof. We undertake no obligation to publicly update or to
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by law.
1 Source: FactSet. Data as of February 28, 2024. "Peers" refers to the median
of the peer group disclosed on page 53 of the Company's 2023 Proxy
Statement, which includes Agilent Technologies, Inc.; Alexion
Pharmaceuticals, Inc.; Baxter International Inc.; Boston Scientific
Corporation; Charles River Laboratories International, Inc.;
DENTSPLY SIRONA Inc.; Edwards Lifesciences Corporation; Endo
International plc; Hologic, Inc.; IDEXX Laboratories, Inc.; Incyte
Corporation; Jazz Pharmaceuticals plc; Perrigo Company plc;
Regeneron Pharmaceuticals, Inc.; STERIS plc; Varian Medical
Systems, Inc.; Vertex Pharmaceuticals, Inc.; Zimmer Biomet
Holdings, Inc.; and Zoetis Inc. The Company's stock price closed at
a 52-week high of $16.46 on
February 27, 2024.
Investor Contact: Kathryn
Grissom, +1.317.273.9284, kathryn.grissom@elancoah.com
Media Contact: Colleen Parr Dekker,
+1.317.989.7011, colleen.dekker@elancoah.com
Joele Frank: Kelly Sullivan / Adam
Pollack (212) 355-4449
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SOURCE Elanco Animal Health