On November 2, 2021 Evotec SE’s (Frankfurt Stock Exchange; EVT, MDAX/TecDAX, ISIN: DE0005664809, WKN 566480) management board reported – with the approval of its supervisory board – on the volume and the issue price of its public offering of American Depositary Shares ("ADSs") (Press release, Evotec, NOV 2, 2021, View Source;announcements/ad-hoc-releases/p/evotec-se-announces-placement-of-its-public-offering-of-american-depositary-shares-6114 [SID1234594191]). The offering will produce gross proceeds of $ 435,000,000 from the sale of 10,000,000 ordinary shares of Evotec in the form of 20,000,000 ADSs at a price of $ 21.75 per ADS. Each ADS will represent one half of an ordinary share of Evotec. Accordingly, Evotec’s share capital, on the basis of Evotec’s articles of association ("Satzung"), will be increased to € 173,914,741,00 by issuing 10,000,000 shares from the authorized capital ("Genehmigtes Kapital 2021") under exclusion of subscription rights of the existing shareholders (taking into account the subscription shares issued to date from conditional capital ("Bezugsaktien"), the actual share capital will then amount to € 175,110,695).
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In addition, Evotec has granted the underwriters an option exercisable for 30-days after the date hereof to purchase up to 3,000,000 additional ADSs.
The ADSs are expected to begin trading on the Nasdaq Global Select Market on or about November 4, 2021 under the ticker symbol "EVO".
The offering is expected to close on or about November 8, 2021, subject to the satisfaction of customary closing conditions.
A registration statement relating to the ADSs being sold in this offering has been filed with the U.S. Securities and Exchange Commission and was declared effective on November 3, 2021.
The offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of of the final prospectus, when available, may be obtained from: BofA Securities, NC1-004-03-43; 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department or by email at [email protected], Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at [email protected].
This release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
This communication and the information contained herein is made solely for information purposes only and does not constitute or form part of a prospectus or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Evotec, in any jurisdiction. Neither this communication, nor any part of it, nor the fact of its distribution, shall form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation to the securities of Evotec, in any jurisdiction, nor does it constitute a recommendation regarding any such securities.
The placement of the securities mentioned in this communication is directed only at persons in member states of the European Economic Area (the "EEA") who are "Qualified Investors" within the meaning of the Prospectus Regulation EU 2017/1129 ("Prospectus Regulation") ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "Investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor.
In the United Kingdom, this communication is only directed at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons in the United Kingdom and will only be engaged with such persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this communication or any of its contents.
This announcement contains forward-looking statements concerning future events, including the proposed offering and listing of Evotec’s securities. Words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "should," "target," "would" and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding completion of the offering. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Evotec at the time these statements were made. No assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Evotec. Evotec expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Evotec’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.