Evotec Completes Acquisition of Renovis -- ADSs Begin Trading Today
HAMBURG, Germany and SOUTH SAN FRANCISCO, Calif., May 5, 2008 (PRIME NEWSWIRE) -- Evotec AG (Frankfurt:EVT) today announced that at the close of business on Friday May 2nd the merger was successfully completed, that Renovis, Inc. (traded formerly on NASDAQ:RNVS) became a wholly owned subsidiary of Evotec, and that trading of the Evotec American Depository Shares, or ADSs, will begin today on the NASDAQ Global Market under they trading symbol "EVTCV."
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 at which time the ADSs will trade under the symbol "EVTC."
In exchange for each outstanding share of Renovis common stock, Renovis stockholders are receiving 0.5271 ADSs, of Evotec. Each Evotec ADS represents two ordinary shares of Evotec. As a result, Evotec is issuing an aggregate of 34,970,268 new ordinary shares underlying the ADSs. 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. The Executive Management Team of Evotec is the Executive Management Team of the combined company with Jorn 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.
"The acquisition enhances Evotec's emerging clinical story. Our three clinical candidates are now backed by a strong late stage preclinical pipeline focusing on areas of neurological and inflammatory diseases, and we have pro-forma cash and investments of approximately US$ 188 million (as of March 31, 2008). By combining Evotec's drug discovery and development know-how with Renovis' medicinal chemistry and target validation expertise, we now have world class discovery capabilities, a strong pipeline in CNS disorders and several significant research partnerships with leading pharmaceutical companies such as Boehringer Ingelheim, Pfizer and Roche. By the end of 2009, we expect to have at least 6 compounds in clinical development, 3 of which should have proof-of-concept data to attract partners, and our cash is expected to last through 2010," said Jorn Aldag, President & Chief Executive Officer of Evotec.
Key highlights of Evotec now include: Three clinical programs, three advanced preclinical programs, and partnerships
* EVT 201: a partial positive allosteric modulator (pPAM) of GABAA receptors for the treatment of insomnia. In 2007, the compound has shown robust effects on sleep onset and sleep maintenance in two Phase II proof-of-concept studies in adult primary insomnia patients and elderly primary insomniacs. The data provided encouraging evidence of the drug's potential to address many of the shortcomings of commercially available prescription sleep aids. Evotec intends to partner EVT 201 in 2008.
* EVT 101: one of the few orally active and selective antagonists of the NR2B subunit-containing NMDA receptors in clinical development. Its selectivity may offer clinical advantages over current Alzheimer therapies and the Company believes that there is significant potential in a number of pain indications. EVT 101 was well tolerated in Phase I studies and recently released initial data from Phase Ib studies has confirmed our enthusiasm for the drug candidate's potential to enter the brain and affect those regions of the brain that relate to the performance of cognitive tasks and to pain. Additional data from these studies is expected this quarter.
* EVT 302: an orally active, highly selective and reversible inhibitor of MAO-B in development for smoking cessation with a potential additive effect to nicotine-based therapies, and with the potential for once per week dosing and for a superior safety profile. Results from Phase I PET and safety and tolerability studies were reported since the announcement of the transaction, which laid a foundation for moving forward to Phase II proof-of-concept trials. A Phase II craving study started in February 2008 and a Phase II quit rate study is expected to start in the middle of the year. The studies will read out in the third quarter 2008 and the first half of 2009, respectively.
...Innovative preclinical pipeline
The combined company's preclinical pipeline complements Evotec's clinical portfolio, and includes candidates expected to enter Phase I clinical trials in 2008:
* VR1 antagonists: The lead preclinical program is a collaboration with Pfizer Inc. in which Evotec will be eligible to receive milestone payments of more than US$ 170 million and double-digit royalties on worldwide net sales of products successfully developed and commercialized. Potential products include broadly applicable analgesics with a potentially differentiated profile for a variety of chronic or acute pain indications as well as urinary incontinence and asthma. Entry into human clinical trials is expected for the first half of 2008.
* P2X7 antagonists: Products include potential novel treatments for rheumatoid arthritis, irritable bowel syndrome, and chronic obstructive pulmonary disease. Human clinical trials are expected to begin in 2008. The program is unpartnered, and as such Evotec has worldwide rights for its development.
* P2X3 antagonists: Products include potential first-in-class treatments for inflammatory/neuropathic pain and urinary disorders. Human clinical trials are expected to begin in the first half of 2009. The program is unpartnered, and as such Evotec has worldwide rights for its development.
...Partnerships
* Evotec has research partnerships with a number of pharmaceutical and biotechnology companies, research foundations and renowned academic institutes, including Boehringer Ingelheim, CHDI, Pfizer and Roche.
...Advisers
* Lehman Brothers Inc. served as the financial advisor to Evotec.
* Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Freshfields Bruckhaus Deringer were 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
