26.10.2016
Evotec AG DE0005664809
DGAP-News: EVOTEC ANNOUNCES ITS INTENT TO ACQUIRE CYPROTEX PLC
DGAP-News: Evotec AG / Key word(s): Mergers & Acquisitions
EVOTEC ANNOUNCES ITS INTENT TO ACQUIRE CYPROTEX PLC
26.10.2016 / 09:12
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
- 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
Hamburg, Germany, 26 October 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 2016
Time: 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.
Contact Evotec AG:
Gabriele Hansen, VP Corporate Communications & Investor Relations, Phone:
+49.(0)40.56081-255, [email protected]
---------------------------------------------------------------------------
26.10.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
---------------------------------------------------------------------------
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: [email protected]
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
End of News DGAP News Service
---------------------------------------------------------------------------
514645 26.10.2016
|
Weitere Ad-hoc und Unternehmensrelevante Mitteilungen zu
Evotec AG ISIN: DE0005664809 können Sie bei EQS abrufen
Biotechnologie , 566480 , EVT , XETR:EVT