Date: 2016-12-15
Type of information: Company acquisition
Acquired company: Cyprotex (UK)
Acquiring company: Evotec (Germany)
Amount: £ 55.36 m (€ 66.3 million)
Terms:
- • On January 26, 2017, Evotec announced that Cyprotex has completed the relocation of its UK operations from Macclesfield to Alderley Park. The move will consolidate Cyprotex’ UK operations into a single, state-of-the-art facility enabling its continued business growth. Part of Manchester Science Partnerships, Alderley Park is a scientific hub which is home to a network of over 150 biotech and life science companies. The facility to which Cyprotex has relocated to covers approx. 2,300 m² of office and laboratory space and will accommodate all 106 of Cyprotex’ current UK staff.
- • On December 15, 2016, Evotec announced the successful closing of the acquisition of 100% shares in Cyprotex, a specialist pre-clinical contract research organisation in ADME-Tox and DMPK headquartered in the UK.
Following a scheme of arrangement regulated by the UK takeover code, all shares of Cyprotex have been acquired by and transferred to Evotec AG effective 14 December 2016 and the shares will be cancelled from AIM. Evotec is paying £ 55.7 m (€ 66.3 m; at an assumed £/€ exchange rate of 1.19) in cash for the acquisition of all 26.1 million issued and to be issued Cyprotex shares and the funding of company debt mainly in the context of loan notes. The offer of 1.60 £ per Cyprotex share reflects a 9.4% premium to the VWAP of the past 30 trading days at AIM prior to the offer on 26 October 2016. MCF Corporate Finance, led by Ian Henderson, acted as Evotec’s exclusive financial adviser throughout the acquisition process.
Evotec confirms its liquidity guidance for 2016. The Company expects liquidity to be at a similar level to the prior year, excluding any potential cash outflow for M&A or similar transactions. Based on current estimates, it is expected that the Cyprotex business will add approx. € 18-20 m in revenues in 2017 and will be accretive to Evotec’s 2017 EBITDA.
- • On October 26, 2016, Evotec announced that it has made an offer to acquire Cyprotex. This CRO serves the industry’s increasing requirement for earlier drug screening, regulatory requirements and reducing the reliance on animal testing.
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 (€ 62.00 m; £/€ 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.
Details: Cyprotex is a large 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 (€ 9.78 m) (H1 2015: £ 6.93 m (€ 7.76 m)) with an underlying EBITDA of £ 2.34 m (€ 2.62 m) (H1 2015: £ 1.10 m (€ 1.23 m)).
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.
Related: CRO
Technology - Services
Is general: Yes
