Tuesday - December 1, 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Bayer announces placement of Elanco shares for gross proceeds of 1.6 billion U.S. dollars at completion

Leverkusen, December 1, 2020 – Bayer today announced the placement of 54.5 million shares of Elanco Animal Health Incorporated (“Elanco”) at a price of 30.25 U.S. dollars per share pursuant to an SEC-registered public offering of Elanco shares on Monday. At completion, Bayer will receive gross proceeds of approximately 1.649 billion U.S. dollars. Bayer has granted the underwriters a 30-day option to purchase up to an additional 8.175 million Elanco shares on the same terms and conditions. Elanco is not selling any shares and will not receive any proceeds from the proposed offering.

In connection with the completion of Bayer’s sale of its Animal Health business unit to Elanco, Bayer had received 72.9 million Elanco shares, corresponding to approximately 15.5 percent of Elanco’s outstanding shares. As previously announced, Bayer intends to divest the remaining stake in Elanco in due course.

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Elanco has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before investing, interested parties should read the prospectus in that registration statement and other documents Elanco has filed with the SEC, including the preliminary prospectus supplement dated November 30, 2020, for more complete information about Elanco and this offering. These documents are available for free by visiting EDGAR on the SEC website at www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
This release may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

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