- Acquisition would add world-leading high-quality ADME-Tox
services and strengthen Evotec's leadership in drug discovery
- Evotec will pay approximately £ 55.36 m (EUR 62.00 m) in cash
for the full share capital of Cyprotex and funding of all existing
debt of the AIM-listed company
- Proposed acquisition, unanimously recommended by the board of
Cyprotex, is expected to close before year-end 2016
Evotec AG (Frankfurt Stock Exchange: EVT, TecDAX, ISIN:
DE0005664809) today announced that it has made an offer to acquire
Cyprotex PLC ("Cyprotex", AIM: CRX-GB), a specialist pre-clinical
contract research organisation in ADME-Tox and DMPK. Cyprotex
serves the industry's increasing requirement for earlier drug
screening, regulatory requirements and reducing the reliance on
animal testing.
The proposed acquisition, which has been unanimously recommended
by the board of Cyprotex, is expected to close before year-end
2016. Evotec will pay approximately £ 55.36 m (EUR 62.00 m; £/EUR
exchange rate of 1.12) in cash for the acquisition of all 26.1
million issued and to be issued Cyprotex shares and the funding of
all existing company debt. The offer of 1.60 £ per Cyprotex share
reflects a 9.4% premium to the VWAP of the past 30 trading days at
AIM. The offer is intended to be implemented by a scheme of
arrangement regulated by the UK takeover code, with already >50%
shares secured irrevocable. The acquisition will add to Evotec's
revenues and be accretive to Evotec's 2017 EBITDA.
Cyprotex is the world's largest contract research organisation
specialising in pre-clinical ADME-Tox and DMPK serving the
Pharmaceutical, Chemical, Agrochemical and Cosmetics markets.
Cyprotex, headquartered in the UK, was founded in 1999 and is
publicly traded on AIM (CRX). It has 136 employees working from
sites at Macclesfield and Alderley Park, both of which are located
near Manchester in the UK, and at Watertown, MA, and Kalamazoo, MI,
in the USA. With more than 1,500 partners, Cyprotex has a very
strong customer network. Cyprotex reported H1 2016 revenues of £
8.73 m (EUR 9.78 m) (H1 2015: £ 6.93 m (EUR 7.76 m)) with an
underlying EBITDA of £ 2.34 m (EUR 2.62 m) (H1 2015: £ 1.10 m (EUR
1.23 m)).
Sharpening Evotec's leadership role in drug discovery The
acquisition strengthens Evotec's high-end drug discovery platform
and capabilities with access to the market's most industrialised
ADME-Tox platform and proven expertise in in vitro ADME screening,
mechanistic and high-content toxicology screening and predictive
modelling.
This perfectly augments Evotec's drive for innovation efficiency
in drug discovery by enabling its partners to make early informed
decisions on a molecule's suitability for further development. The
Cyprotex platform can be leveraged in a high-throughput manner or
to support integrated drug discovery projects.
Dr Mario Polywka, Chief Operating Officer of Evotec, commented:
"The ability to test or predict a molecule's suitability as a drug
at an early stage is critical in the drive to increase the
efficiency of drug discovery.
The proposed acquisition of Cyprotex is a completely logical
step to strengthen Evotec's position as the world's leading partner
of choice for driving such efficiencies in drug discovery to the
industry. The proven technology platform of Cyprotex and its expert
and dedicated employees will be a strong addition to our
best-in-class drug discovery platform and resources. We also expect
that both organisations will leverage their extensive partner
networks to identify further commercial synergies."
Dr Werner Lanthaler, Chief Executive Officer of Evotec, added:
"Our focus to make the most innovative and capital efficient drug
discovery platform will be perfectly extended by Cyprotex. Given
our strong performance over the last years, a very good outlook of
our business into the coming years, and the commercial profile of
Cyprotex we also feel very comfortable in using the cash on our
strong balance sheet for this accretive acquisition. We are very
much looking forward to welcoming the employees of Cyprotex within
the Evotec Group after closing of the transaction."
Webcast/Conference Call
Evotec invites you to join a conference call to provide
information regarding this offer to acquire Cyprotex. The
conference will be held in English.
Conference call details
Date: Wednesday, 26 October 2016Time: 12.00 am CET (11.00 am
BST, 06.00 am EDT)
From Germany: +49 (0) 69 22 22 29 043 From UK: +44 20 3009 2452
From USA: +1 855 402 7766 From France: +33 170 750 705 Access Code:
37969784#
A simultaneous slide presentation for participants dialling in
via phone is available at http://www.audio-webcast.com/, password:
evotec1016.
Webcast details
To join the audio webcast and to access the presentation slides
you will find a link on our home page www.evotec.com shortly before
the event.
A replay of the conference call will be available for 24 hours
and can be accessed by dialling +49 (0) 69 22 22 33 985 (Germany)
or +44 20 3426 2807 (UK) and in the USA by dialling +1 866 535
8030. The access code is 654573#. The on-demand version of the
webcast will be available on our website:
https://www.evotec.com/article/en/Investors/Financial-Reports-2014-2016/18
8/6.
ABOUT CYPROTEX
Cyprotex is listed on the AIM market of the London Stock
Exchange (CRX). It has sites at Macclesfield and Alderley Park,
both of which are near Manchester in the UK, and at Watertown, MA
and Kalamazoo, MI in the US. The Company was established in 1999
and works with more than 1500 partners within the pharmaceutical
and biotech industry, cosmetics and personal care industry and the
chemical industry. Cyprotex acquired Apredica and the assets of
Cellumen Inc. in August 2010 and the combined business provides
support for a wide range of experimental and computational ADME-Tox
and PK services. The acquisition of the assets and business of
CeeTox in January 2014 has enabled Cyprotex to expand its range of
services to target the personal care, cosmetics and chemical
industries. In 2015, Cyprotex launched its new bioscience division
to expand its capabilities into phenotypic and target based
screening. The Company's core capabilities include high quality in
vitro ADME services, mechanistic toxicology and high content
toxicology screening services, including its proprietary
CellCiphr(R) toxicity prediction technology, bioscience services,
predictive modelling solutions including Cloe(R) PK, chemPK(TM),
chemTarget, chemTox and DDI-Fusion and a range of skin, ocular and
endocrine disruption services. For more information, please visit
www.cyprotex.com.
ABOUT EVOTEC
AG Evotec is a drug discovery alliance and development
partnership company focused on rapidly progressing innovative
product approaches with leading pharmaceutical and biotechnology
companies, academics, patient advocacy groups and venture
capitalists. We operate worldwide providing the highest quality
stand-alone and integrated drug discovery solutions, covering all
activities from target-to-clinic to meet the industry's need for
innovation and efficiency in drug discovery (EVT Execute). The
Company has established a unique position by assembling top-class
scientific experts and integrating state-of-the-art technologies as
well as substantial experience and expertise in key therapeutic
areas including neuroscience, diabetes and complications of
diabetes, pain and inflammation, oncology and infectious diseases.
On this basis, Evotec has built a broad and deep pipeline of more
than 70 partnered product opportunities at clinical, pre-clinical
and discovery stages (EVT Innovate). Evotec has established
multiple long-term discovery alliances with partners including
Bayer, CHDI, Sanofi or UCB and development partnerships with e.g.
Janssen Pharmaceuticals in the field of Alzheimer's disease, with
Sanofi in the field of diabetes and with Pfizer in the field of
tissue fibrosis. For additional information please go to
www.evotec.com.
FORWARD LOOKING STATEMENTS
Information set forth in this press release contains
forward-looking statements, which involve a number of risks and
uncertainties. The forward-looking statements contained herein
represent the judgement of Evotec as of the date of this press
release. Such forward-looking statements are neither promises nor
guarantees, but are subject to a variety of risks and
uncertainties, many of which are beyond our control, and which
could cause actual results to differ materially from those
contemplated in these forward-looking statements. 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.
Language: English Company: Evotec AG Manfred Eigen Campus / Essener
Bogen 7 22419 Hamburg Germany Phone: +49 (0)40 560 81-0 Fax: +49
(0)40 560 81-222
E-mail: info@evotec.com
Internet: www.evotec.com
ISIN: DE0005664809 WKN: 566480 Indices: TecDAX Listed: Regulated
Market in Frankfurt (Prime Standard); Regulated Unofficial Market
in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart,
Tradegate Exchange
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161026005623/en/
ContactEvotec AG:Gabriele Hansen, VP Corporate Communications
& Investor RelationsPhone:
+49.(0)40.56081-255gabriele.hansen@evotec.com