Evotec AG Announces Its Intent To Acquire Cyprotex

Published: Oct 26, 2016

HAMBURG, Germany--(BUSINESS WIRE)--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 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, 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.

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: info@evotec.com

Internet: www.evotec.com

ISIN: DE0005664809

WKN: 566480

Indices: TecDAX