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Published on 5/1/2008 in the Prospect News Special Situations Daily.

Renovis shareholders say 'yes' to merger with Evotec; transaction set to close May 5

By Lisa Kerner

Charlotte, N.C., May 1 - Renovis, Inc. stockholders voted to approve Evotec AG's acquisition of the company at a special meeting on Thursday.

The merger of the biopharmaceutical companies is expected to close by Monday, according to an Evotec news release.

Once the merger is complete, current Evotec stockholders will own about 68.8% of the combined company, with Renovis stockholders owning the remaining 31.2%.

As previously reported, Evotec agreed in September 2007 to acquire San Francisco-based Renovis in a stock-for-stock transaction valued at about $151.8 million, or $4.75 per share. The new company will be called Evotec.

Under the terms of the companies' definitive agreement, Hamburg, Germany-based 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, a prior news release said.

Evotec said it will issue a total 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 news release stated.

According to Evotec, its management team will become the executive management team of the combined company, led by president and chief executive officer Jorn Aldag.

Renovis senior vice president of research and development Dr. Michael Kelly will join Evotec's executive management team as president of Evotec's California location.

Former Renovis CEO and president Dr. Corey Goodman and former executive chairman John Walker are expected to be elected to Evotec's supervisory board at the company's annual meeting on Aug. 28.

Aldag said the merger "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 $188 million at the end of March 2008."


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