Item 8.01 Other Events
As previously announced, on
The Merger is subject to the satisfaction or waiver of certain closing
conditions including, among other things, the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Waiting Period"). The HSR Waiting Period expired
on
Subject to obtaining KindredBio stockholder approval and the satisfaction of other closing conditions to the Merger, KindredBio currently expects to complete the Merger later in the current quarter.
Important Information for Investors and Stockholders
This communication does not constitute a solicitation of any vote or approval in
connection with the proposed acquisition of
Participants in the Merger Solicitation
Elanco, KindredBio, and certain of their directors, executive officers and
employees may be considered participants in the solicitation of proxies from
KindredBio's stockholders with respect to the proposed transactions. Information
regarding the persons who may, under the
Cautionary Statement Regarding Forward-Looking Statements Statements included in this communication that are not a description of historical facts are forward-looking statements. Words or phrases such as "believe," "may," "could," "will," "estimate," "continue," "anticipate," "intend," "seek," "plan," "expect," "should," "would" or similar expressions are intended to identify forward-looking statements, and are based on our current beliefs and expectations. These forward-looking statements include, without limitation, statements regarding the proposed acquisition of KindredBio, 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 Elanco
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believes or anticipates will or may occur in the future. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. 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. These factors include risks and uncertainties
related to, among other things: uncertainties as to the timing of the Merger;
the possibility that competing acquisition proposals will be made; the inability
to complete the Merger due to the failure to obtain KindredBio's stockholder
adoption of the Merger Agreement or the failure to satisfy other conditions to
completion of the Merger; the failure of the transaction to close for any other
reason; the effects of disruption caused by the transaction making it more
difficult to maintain relationships with employees, collaborators, customers,
vendors and other business partners; the risk that stockholder litigation in
connection with the Merger may result in significant costs of defense,
indemnification and liability; diversion of management's attention from ongoing
business concerns and other risks and uncertainties that may affect future
results of the combined company, including the risks described in the section
entitled "Risk Factors" in Elanco's and KindredBio's Annual Reports on Form 10-K
for the year ended
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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