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Evotec acquires ENS and secures €47m in cash to develop CNS pipeline
Evotec Neurosciences (ENS) is a 2004 Tornado100 Winner

6 March 2005 -- Hamburg, Germany | Oxford, UK - Evotec OAI AG (Frankfurt Stock Exchange: EVT) (“Evotec” or “the Company”), the Hamburg-based drug discovery and development company, today announces the acquisition of the outstanding 78% of Evotec Neurosciences (ENS Holdings, Inc. or “ENS”) not already owned by Evotec. ENS discovers and develops therapeutics for the treatment of Alzheimer’s disease and other Central Nervous System (CNS) disorders with high unmet medical needs. The acquisition will be effected through a share-for-share exchange transaction in which Evotec will issue approximately 14,300,000 new ordinary shares. The transaction values ENS at Euros 49 million (including approximately Euros 20 million of ENS cash).

Evotec remains committed to the development and expansion of its contract research business. The combination of this powerful industrial scale platform with ENS’ development programmes creates a fully integrated biotechnology company with the capabilities and track record to successfully execute CNS focused drug discovery and development. With the additional focus on developing compounds selectively through to proof-of-concept in man Evotec will be able to retain significantly more value in partnerships with pharmaceutical customers.

Evotec also announces that these new and significantly expanded capabilities of Evotec have attracted a leading group of investors (the “Investors”) who have committed today to subscribe to 10 million new ordinary shares of Evotec priced at Euros 2.72 each. Upon completion of the acquisition of ENS and this equity investment, Evotec shall have total cash resources of more than Euros 60 million made up of Euros 20 million from ENS, Euros 27 million from the equity investment and approximately Euros 15 million cash on Evotec’s balance sheet prior to the transactions. The funds will be used to develop the ENS pipeline with the objective of having two products in clinical trials in 2006, and at least one of these developed to proof-ofconcept and ready for partnering by 2008. Existing Evotec shareholders will be offered the opportunity to participate in the financing on the same terms as the Investors and pro rata to their existing holdings. The financing announced today is subject to the approval of shareholders at the upcoming Annual Shareholders Meeting to be held on 7 June 2005.

Commenting on today’s announcement, Joern Aldag, President and CEO of Evotec, said: “These two transactions, the acquisition of ENS and the capital increase, provide a great basis to leverage the skill base built over many years at Evotec in contract research. They allow Evotec to significantly expand our proprietary programmes and to create our own proprietary drug discovery and development company specializing in diseases of the central nervous system. Through the acquisition of ENS announced today, we are gaining access to world class science, validated by partnerships with some of the world’s major pharmaceutical companies, and an exciting pipeline of new products which can now be funded through to proof-of-concept. We believe this strategy, based on a sustainable portfolio of both early and later stage products, will ultimately allow us to retain significantly higher value for our shareholders.”

On completion of the acquisition and the financing, Evotec will have in place the necessary resources and expertise to create a sustainable CNS business, having:
• a broad portfolio of preclinical programmes with novel approaches to the treatment of Alzheimer’s disease, Parkinson’s disease, neuropathic pain and other CNS indications, with the first product expected to enter the clinic in 2005 and another one in 2006
• world leading capabilities in discovery and development with a strong track record and the critical mass to deliver a sustainable pipeline of drug candidates
• licensing agreements and CNS research partnerships with three of the world’s leading pharmaceutical companies (Roche,<

Publisher Contact Information:

Evotec Neurosciences GmbH (ENS)
+49 (0) 40 56081 241

Company profile of Evotec Neurosciences GmbH (ENS)
Past press releases of Evotec Neurosciences GmbH (ENS).


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