Evotec AG (Frankfurt Stock Exchange, Prime Standard, ISIN: DE 000 566480 9, WKN 566480) and Renovis, Inc., South San Francisco, California, US, today announced that they have entered into a definitive agreement under which Evotec will acquire Renovis in a stock-for-stock transaction. The acquisition will provide Evotec with several innovative late preclinical drug candidates in pain and inflammatory diseases, complementing Evotec's pipeline, and more than US$ 80 million in cash to fund their development. The merged company will be called Evotec.
The merger is expected to create an emerging global pharmaceutical company with world class discovery capabilities, a strong pipeline in neurological and inflammatory diseases, several significant partnerships with leading pharmaceutical companies such as Boehringer Ingelheim, Pfizer and Roche and a strong pro-forma cash position of approximately US$ 175 million (as of 31 August 2007, not including proceeds from the disposal of Evotec's Chemical Development Business to Aptuit, Inc. for approximately US$ 64 million and prior to the payment of transaction cost). By the end of 2008, the combined Company expects to have at least five programs in clinical trials.
Under the terms of the agreement, Evotec would issue, and Renovis shareholders would receive, American Depository Shares (ADSs) representing 1.0542 Evotec ordinary shares in exchange for each outstanding share of Renovis common stock such that current Evotec stockholders would own approximately 68.8% of the combined company and Renovis stockholders would own up to 31.2%. This exchange ratio is based on the closing price of Evotec shares of EUR 3.25 on 17 September 2007 and implies a purchase price of US$ 4.75 per common share of Renovis, or an equity value of approximately US$ 151.8 million. Prior to closing, Evotec intends to have its ADSs approved for initial listing on the NASDAQ Global Market. The transaction is expected to close by the first quarter of 2008 and is subject to the approval of Renovis' stockholders, approval of Evotec's NASDAQ listing and antitrust regulatory clearance, as well as other customary closing conditions.
Contact: Anne Hennecke, SVP, Investor Relations & Corporate Communications, Evotec AG, Schnackenburgallee 114, 22525 Hamburg, Germany, Phone: +49.(0)40.560 81-286, email@example.com