Elanco Announces Pricing of Initial Public Offering

GREENFIELD, Ind.--(BUSINESS WIRE)-- Elanco Animal Health Incorporated, a subsidiary of Eli Lilly and Company (NYSE:LLY), announced today the pricing of its initial public offering (IPO) of 62.9 million shares of its common stock at a price to the public of $24.00 per share. The shares are expected to begin trading on the New York Stock Exchange (NYSE) on September 20, 2018 under the ticker symbol “ELAN.” The offering is expected to close on September 24, 2018, subject to customary closing conditions.

Elanco has granted the underwriters a 30-day option to purchase up to 9.435 million additional shares of common stock at the initial price to the public less underwriting discounts.

Following the IPO, Lilly is expected to hold approximately 82.3% of Elanco (80.2% if the underwriters' option to purchase more shares is exercised in full). The net proceeds from the IPO, net of certain amounts to be retained by Elanco, will be paid to Lilly as partial consideration for the animal health businesses that Lilly is transferring to Elanco in connection with the IPO.

Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley are joint lead book-running managers for the offering. Barclays, BNP Paribas, BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Evercore ISI and Cowen are book-running managers for the offering.

The offering will be made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained when available from:

Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, email: prospectus-ny@ny.email.gs.com, telephone: 1-866-471-2526, fax: 1-212-902-9316;

J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; or

Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.

A registration statement relating to these securities was filed with, and declared effective by, the U.S. Securities and Exchange Commission (SEC). This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Eli Lilly and Company

Lilly is a global healthcare leader that unites caring with discovery to make life better for people around the world. We were founded more than a century ago by a man committed to creating high-quality medicines that meet real needs, and today we remain true to that mission in all our work. Across the globe, Lilly employees work to discover and bring life-changing medicines to those who need them, improve the understanding and management of disease, and give back to communities through philanthropy and volunteerism.

About Elanco Animal Health

Founded in 1954, Elanco provides comprehensive products and knowledge services to improve animal health and food-animal production in more than 90 countries around the world. We value innovation, both in scientific research and daily operations, and strive to cultivate a collaborative work environment for more than 5,800 employees worldwide. Together with our customers, we are committed to raising awareness about global food security, and celebrating and supporting the human-animal bond. Our worldwide headquarters and research facilities are located in Greenfield, Indiana.

C-LLY

This press release contains forward-looking statements that are based on management's current expectations, but actual results may differ materially due to various factors. These statements relate to the offering and the use of proceeds therefrom. There are significant risks and uncertainties relating to the offering. Important factors that could cause actual results to differ materially from management’s expectations include, without limitation: the satisfaction of customary closing conditions relating to the IPO; capital market risks; and the impact of general economic or industry conditions. There can be no guarantees that Lilly will achieve the anticipated benefits of the IPO. Lilly's ability to achieve the anticipated benefits of the IPO may be materially affected by such factors as changes to the business, results of operation or financial condition of Elanco or Lilly, changes in the animal health or pharmaceutical industries, adverse market or macroeconomic conditions and other factors outside Lilly's control. For additional information about the factors that affect Lilly's and Elanco's businesses, please see their respective filings with the SEC. Each of Lilly and Elanco undertakes no duty to update forward-looking statements, except as may be required by law.

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