Renovis Stockholders Approve Acquisition by Evotec

Hamburg, Germany - Evotec AG (Frankfurt Stock Exchange: EVT) today announced that the stockholders of Renovis, Inc. (NASDAQ: RNVS) approved the adoption of the merger agreement with Evotec at a special meeting of Renovis stockholders held today. There is no requirement for Evotec to obtain approval of the transaction by its stockholders. The acquisition is expected to close by May 5, 2008.
In connection with the acquisition, Renovis stockholders will receive 0.5271 American Depositary Shares, or ADSs, of Evotec for each outstanding share of Renovis common stock. Each Evotec ADS represents two ordinary shares of Evotec, such that each outstanding share of Renovis common stock will be exchanged for ADSs representing 1.0542 Evotec ordinary shares. As a result, Evotec will issue an aggregate of 34,970,268 new Evotec shares underlying the ADSs issued to Renovis stockholders. The Evotec ADSs have been approved for listing on the NASDAQ Global Market under the trading symbol "EVTC". The first day of trading is expected to be on or about May 5, 2008 and the ADSs will trade on a "when issued" basis under the symbol "EVTCV" until they are eligible for normal trade settlement, currently anticipated to be within two weeks of the acquisition.
Following the merger, current Evotec stockholders will own approximately 68.8% of the combined company and Renovis stockholders will own up to 31.2%. The Executive Management Team of Evotec will become the Executive Management Team of the combined company with Jörn Aldag serving as President & Chief Executive Officer. Dr Michael Kelly, currently Senior Vice President, Research & Development of Renovis, will join Evotec's Executive Management Team and will be President of Evotec's site in California. The combined company's Supervisory Board will consist of six directors. At Evotec's upcoming Annual General Meeting, Dr Corey Goodman, former Chief Executive Officer & President of Renovis, and John Walker, Executive Chairman and Principal Executive Officer of Renovis are expected to be elected as new members of Evotec's Supervisory Board.
To ensure that new Evotec shareholders will be able to participate in this year's Annual General Meeting, Evotec has scheduled the meeting to be held on August 28, 2008.
"I am delighted about today's approval of the merger by Renovis stockholders and the feedback we have received regarding the combination of the companies," said Jörn Aldag, President & Chief Executive Officer of Evotec AG. "The approval of Renovis shareholders was a major milestone toward closing this transaction. The merger, which we expect to become effective by May 5, 2008, will create an emerging global pharmaceutical company with three clinical candidates, a strong late stage preclinical pipeline focusing on areas of neurological and inflammatory diseases, and pro-forma cash and investments of approximately US$ 188 million at the end of March 2008. As a combined entity we are in a much stronger position now and we look forward to transforming our vision for Evotec to reality."
Lehman Brothers Inc. served as financial advisor to Evotec and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Freshfields Bruckhaus Deringer were legal counsel. Cowen and Company, LLC served as financial advisor to Renovis and Latham & Watkins served as legal counsel. Evotec's ADR program will be administered by JPMorgan Chase Bank in New York.
Contact: Anne Hennecke, Senior Vice President, Investor Relations & Corporate Communications, Evotec AG, Phone: +49.(0)40.56081-286,
Forward-Looking Statements 
Information set forth in this press release contains forward-looking statements, which involve a number of risks and uncertainties. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of our products, the consummation of our merger with Renovis, the timing of the completion of the merger, the anticipated benefits of the merger, including future financial and operating results, our post-merger plans, objectives, expectations and intentions, the anticipated timing and results of the combined company's clinical and pre-clinical programs, and other statements that are not historical facts. We caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. These include risks and uncertainties relating to: our ability to complete the merger because conditions to the closing of the transaction may not be satisfied; our failure to successfully integrate the businesses; unexpected costs or liabilities resulting from the merger; the risk that synergies from the merger may not be fully realized or may take longer to realize than expected; disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and adapt to significant technological change; implementation of strategies for improving internal growth; use and protection of intellectual property; general worldwide economic conditions and related uncertainties; future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors; and the effect of exchange rate fluctuations on our international operations. The list of risks above is not exhaustive. Our Registration Statement on Form F-4 filed with the Securities and Exchange Commission in connection with the proposed merger contains additional factors that could impact our businesses and financial performance following the merger. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.