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Bankleitzahlen - online.de


Renovis Stockholders Approve Acquisition by Evotec

Corporate news announcement processed and transmitted by Hugin ASA.
The issuer is solely responsible for the content of this
announcement.
----------------------------------------------------------------------
--------------




Hamburg, Germany - Evotec AG (Frankfurt Stock Exchange: EVT) today
announced that the stockholders of Renovis, Inc. (NASDAQ: RNVS)
approved the adoption of the merger agreement with Evotec at a
special meeting of Renovis stockholders held today. There is no
requirement for Evotec to obtain approval of the transaction by its
stockholders. The acquisition is expected to close by May 5, 2008.
 
In connection with the acquisition, Renovis stockholders will receive
0.5271 American Depositary Shares, or ADSs, of Evotec for each
outstanding share of Renovis common stock. Each Evotec ADS represents
two ordinary shares of Evotec, such that each outstanding share of
Renovis common stock will be exchanged for ADSs representing 1.0542
Evotec ordinary shares. As a result, Evotec will issue an aggregate
of 34,970,268 new Evotec shares underlying the ADSs issued to Renovis
stockholders. The Evotec ADSs have been approved for listing on the
NASDAQ Global Market under the trading symbol "EVTC". The first day
of trading is expected to be on or about May 5, 2008 and 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.
 
Following the merger, current Evotec stockholders will own
approximately 68.8% of the combined company and Renovis stockholders
will own up to 31.2%. The Executive Management Team of Evotec will
become the Executive Management Team of the combined company with
Jörn 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.
 
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.
 
"I am delighted about today's approval of the merger by Renovis
stockholders and the feedback we have received regarding the
combination of the companies," said Jörn Aldag, President & Chief
Executive Officer of Evotec AG. "The approval of Renovis shareholders
was a major milestone toward closing this transaction. The merger,
which we expect to become effective by May 5, 2008, will create an
emerging global pharmaceutical company with three clinical
candidates, a strong late stage preclinical pipeline focusing on
areas of neurological and inflammatory diseases, and pro-forma cash
and investments of approximately US$ 188 million at the end of March
2008. As a combined entity we are in a much stronger position now and
we look forward to transforming our vision for Evotec to reality."
 
Lehman Brothers Inc. served as financial advisor to Evotec and Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Freshfields
Bruckhaus Deringer were legal counsel. Cowen and Company, LLC served
as financial advisor to Renovis and Latham & Watkins served as legal
counsel. Evotec's ADR program will be administered by JPMorgan Chase
Bank in New York.
 
Contact: Anne Hennecke, Senior Vice President, Investor Relations &
Corporate Communications, Evotec AG, Phone: +49.(0)40.56081-286,
anne.hennecke@evotec.com
 
 
Forward-Looking Statements
Information set forth in this press release contains forward-looking
statements, which involve a number of risks and uncertainties. Such
forward-looking statements include, but are not limited to,
statements about the anticipated benefits of our products, the
consummation of our merger with Renovis, the timing of the completion
of the merger, the anticipated benefits of the merger, including
future financial and operating results, our post-merger plans,
objectives, expectations and intentions, the anticipated timing and
results of the combined company's clinical and pre-clinical programs,
and other statements that are not historical facts. We caution
readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially
from those contained in the forward-looking information. These
include risks and uncertainties relating to: our ability to complete
the merger because conditions to the closing of the transaction may
not be satisfied; our failure to successfully integrate the
businesses; unexpected costs or liabilities resulting from the
merger; the risk that synergies from the merger may not be fully
realized or may take longer to realize than expected; disruption from
the merger making it more difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on
pricing, spending, third-party relationships and revenues; the need
to develop new products and adapt to significant technological
change; implementation of strategies for improving internal growth;
use and protection of intellectual property; general worldwide
economic conditions and related uncertainties; future legislative,
regulatory, or tax changes as well as other economic, business and/or
competitive factors; and the effect of exchange rate fluctuations on
our international operations. The list of risks above is not
exhaustive. Our Registration Statement on Form F-4 filed with the
Securities and Exchange Commission in connection with the proposed
merger contains additional factors that could impact our businesses
and financial performance following the merger. 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.



--- End of Message ---

Evotec AG
Schnackenburgallee 114 Hamburg Germany

WKN: 566480; ISIN:
DE0005664809 ; Index: Prime All Share, CDAX, HDAX, MIDCAP, TECH All
Share;
Listed: Geregelter Markt in Frankfurter Wertpapierbörse, Prime
Standard in Frankfurter Wertpapierbörse,
Freiverkehr in Börse Berlin, Freiverkehr in Bayerische Börse München,

Freiverkehr in Börse Düsseldorf, Freiverkehr in Börse Stuttgart,

Freiverkehr in Hanseatische Wertpapierbörse zu Hamburg, Freiverkehr
in Niedersächsische Börse zu Hannover;



 
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