Evotec (TG:EVT)
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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.