By Lisa Kerner
Charlotte, N.C., Sept. 19 - Evotec AG agreed to acquire Renovis, Inc. in a stock-for-stock transaction valued at about $151.8 million.
The merger is designed to create "an emerging global pharmaceutical company with three clinical candidates and a strong late stage preclinical pipeline focusing on areas of neurological and inflammatory diseases," it was announced on Wednesday.
Both companies' boards of directors have unanimously approved the deal. The new company will be called Evotec.
Under the terms of the companies' definitive agreement, Evotec will issue and Renovis shareholders will receive American Depository Shares representing 1.0542 Evotec ordinary shares in exchange for each outstanding share of Renovis common stock.
The transaction, valued at $4.75 per share, is expected to close by the first quarter of 2008.
Following the transaction's close, Evotec chief executive officer and president Jörn Aldag will become CEO and president of the combined company. Renovis senior vice president of research and development Dr. Michael Kelly will become a member of Evotec's executive management team and president of Evotec's U.S. site.
CEO and president of Renovis Dr. Corey Goodman and chairman of the board John Walker will be appointed to the new Evotec's supervisory board, which is expected to consist of six directors.
"By combining Evotec's drug discovery and development know-how with Renovis' medicinal chemistry and target validation expertise, we expect to form a global biopharmaceutical company with world class discovery capabilities, a strong pipeline in CNS [central nervous system] disorders and several significant research partnerships with leading pharmaceutical companies such as Boehringer Ingelheim, Pfizer and Roche," Aldag said in a company news release.
"Additionally, this merger will provide us with discovery talent in the U.S. biotechnology industry and will clearly sharpen the focus of Evotec's existing drug discovery and development activities."
Over the past year, as part of its strategy, Evotec said it has streamlined its business by spinning out non-core assets including the sale of Evotec Technologies to PerkinElmer for some $29 million. The company plans to sell its chemical development business to Aptuit for $64 million in cash.
"We are now very well funded to drive three clinical programs to their next inflection points, as well as three later stage preclinical projects into the clinic in 2008," Aldag added. "Based upon the phase 2 data obtained with our lead compound EVT 201, we look forward to sharing the results of a second phase 2 study in elderly insomniacs in October."
The combined company expects to have at least five compounds in clinical trials by the end of 2008, the release stated.
Evotec, a Hamburg, Germany biopharmaceutical company, was advised by Lehman Brothers Inc.
Renovis was advised by Cowen and Co., LLC. The biopharmaceutical company is located in South San Francisco, Calif.
| Acquirer: | Evotec AG
|
| Target: | Renovis, Inc.
|
| Transaction value: | $151.8 million
|
| Price per share: | 1.0542 Evotec ordinary shares valued at about $4.75
|
| Announcement date: | Sept. 19
|
| Expected closing: | First quarter of 2008
|
| Stock price for target: | Nasdaq: RNVS: $3.32 on Sept. 18
|
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