Evotec Completes Acquisition of Renovis
May 02 2008 - 5:37PM
Business Wire
Evotec AG (FWB:EVT) today announced that the merger has been
successfully completed and that Renovis, Inc. (traded formerly on
NASDAQ:RNVS) is now a wholly owned subsidiary of Evotec. In
exchange for each outstanding share of Renovis common stock,
Renovis stockholders receive 0.5271 American Depositary Shares, or
ADSs, of Evotec, which 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. Each Evotec ADS represents
two ordinary shares of Evotec. As a result, Evotec is issuing an
aggregate of 34,970,268 new ordinary shares, which underly the ADSs
issued to Renovis stockholders. Current Evotec stockholders now own
approximately 68.8% of the combined company and Renovis
stockholders own up to 31.2%. 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. Lehman Brothers Inc. served as the financial
advisor to Evotec. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. and Freshfields Bruckhaus Deringer served as Evotec�s legal
counsel. About Evotec AG Evotec is a leader in the discovery and
development of novel small molecule drugs. Both through its own
discovery programs and through research collaborations, it is
generating the highest quality research results to its partners in
the pharmaceutical and biotechnology industries. In proprietary
projects, Evotec specializes in finding new treatments for diseases
of the Central Nervous System. Evotec has three programs in
clinical development: EVT 201, a partial positive allosteric
modulator (pPAM) of the GABAA receptor complex for the treatment of
insomnia, EVT 101, a subtype selective NMDA receptor antagonist for
the treatment of Alzheimer's disease and/or pain, and EVT 302, a
MAO-B inhibitor in development for smoking cessation. Evotec's
proprietary preclinical research programs focus on the purinergic
receptors, P2X3 and P2X7, for the potential treatment of pain and
inflammatory diseases. In addition, Evotec has worldwide
collaboration and license agreements with Pfizer to research,
develop and commercialize small molecule vanilloid receptor (VR1)
antagonists. 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. Such forward-looking statements
include, but are not limited to, statements about the anticipated
benefits of our products, the anticipated benefits of the merger,
including future financial and operating results, the combined
company�s 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 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, as
amended, filed with the Securities and Exchange Commission in
connection with the merger, and other filings and items furnished
with the Securities and Exchange Commission, contain 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.
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