15.12.2016
Evotec AG DE0005664809
DGAP-News: EVOTEC COMPLETES ACQUISITION OF CYPROTEX PLC
DGAP-News: Evotec AG / Key word(s): Mergers & Acquisitions
EVOTEC COMPLETES ACQUISITION OF CYPROTEX PLC
15.12.2016 / 07:30
The issuer is solely responsible for the content of this announcement.
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* Acquisition of 100% shares in Cyprotex PLC effective 14 December 2016;
Evotec is paying £ 55.7 m in cash for the full share capital of Cyprotex
and funding of debt of the AIM-listed company
* Integration of world-leading high-quality ADME-Tox services to Evotec's
global drug discovery platform
Hamburg, Germany, 15 December 2016:
Evotec AG (Frankfurt Stock Exchange: EVT, TecDAX, ISIN: DE0005664809) today
announced the successful closing of the acquisition of 100% shares in
Cyprotex PLC ("Cyprotex", AIM: CRX-GB), a specialist pre-clinical contract
research organisation in ADME-Tox and DMPK headquartered in the UK. The
proposed acquisition was announced in detail on 26 October 2016.
Following a scheme of arrangement regulated by the UK takeover code, all
shares of Cyprotex have been acquired by and transferred to Evotec AG
effective 14 December 2016 and the shares will this morning be cancelled
from AIM. Evotec is paying £ 55.7 m (EUR 66.3 m; at an assumed £/EUR
exchange rate of 1.19) in cash for the acquisition of all 26.1 million
issued and to be issued Cyprotex shares and the funding of company debt
mainly in the context of loan notes. The offer of 1.60 £ per Cyprotex share
reflects a 9.4% premium to the VWAP of the past 30 trading days at AIM
prior to the offer on 26 October 2016. MCF Corporate Finance, led by Ian
Henderson, acted as Evotec's exclusive financial adviser throughout the
acquisition process.
Cyprotex, headquartered in the UK, was founded in 1999 and is publicly
traded on AIM (CRX). The company currently 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.
Cyprotex will continue to operate and serve its loyal client base in all
currently existing segments under its brand name "Cyprotex" whilst
employees and capabilities will be integrated into Evotec's global drug
discovery group, thereby leveraging both companies' extensive partner
networks and identifying further commercial synergies.
Dr Mario Polywka, Chief Operating Officer of Evotec, commented: "We are
pleased the acquisition has closed and we can now approach the exciting
phase of welcoming Cyprotex' employees and clients to our global drug
discovery services platform. The addition of 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 to our offering substantially improves our ability to provide our
alliance partners with access to the most comprehensive drug discovery
platform. Cyprotex' proven technology platform and its expert and dedicated
employees perfectly augment Evotec's business strategy and offering."
Dr Werner Lanthaler, Chief Executive Officer of Evotec, added: "The highest
quality and completeness of our drug discovery platform is key to improve
the efficiency in the process for our partners. With Cyprotex we make here
an important next step. We warmly welcome the Cyprotex employees to the
Evotec Group and look forward to working with them."
Evotec confirms its liquidity guidance for 2016. The Company expects
liquidity to be at a similar level to the prior year, excluding any
potential cash outflow for M&A or similar transactions. Based on current
estimates, it is expected that the Cyprotex business will add approx. EUR
18-20 m in revenues in 2017 and will be accretive to Evotec's 2017 EBITDA.
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.
ABOUT MCF CORPORATE FINANCE
MCF Corporate Finance ("MCF") is a leading independent and international
corporate finance advisory firm with offices in Hamburg, Helsinki, London
and Stockholm. The company was established in 1987 and is run as an
independent partnership. MCF specialises in cross-border and domestic M&A
transactions in the European markets. Its multinational team consists of
more than 40 corporate finance specialists with extensive experience in
industry, banking, finance, accounting and law. MCF has previously advised
Evotec on several transactions in both Germany and the UK. For further
information, please go to www.mcfcorpfin.com/en.
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]
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15.12.2016 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.
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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
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