Filed by: EVOTEC AG
 

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under the

  Securities Exchange Act of 1934
  Subject Company: Renovis, Inc.
  Exchange Act File No. 000-50564

Letter for US employees

Dear Colleague

As you have already heard from the email you received from Corey and my presentation this morning, Evotec AG announced today in Germany and the United States that it has entered into a definitive agreement to acquire Renovis by merger.

I and the rest of the Evotec team are enthusiastic about combining Evotec’s drug discovery and development know-how with Renovis to form a global biopharmaceutical company with world class discovery and development capabilities. Renovis brings to the combined company its highly qualified scientific talent and promising pre-clinical pipeline that will be instrumental in achieving our strategy.

Success in biotechnology depends on having a pipeline with a sufficient number of “shots on goal.” It requires creative, differentiated science to enter into rewarding partnerships. The combination of Renovis and Evotec will possess a strong clinical and pre-clinical pipeline. In addition, the combined company will have three clinical candidates, a strong late stage preclinical pipeline focusing on areas of neurological and inflammatory diseases, and high value partnerships with leading global pharmaceutical companies. We believe that the combination also gives us one of the strongest science and technology bases in the industry to develop differentiated molecules to treat unmet medical needs. This transaction will mean we have in the combined company the financial staying power to deliver on our strategy of being a focused global drug discovery and development company. Evotec will also be listed on NASDAQ prior to the closing of the merger.

Going forward, we will work hard to keep you fully informed of further developments as they occur. In this regard, please appreciate that we are in the early stages of this transaction and therefore many of the details regarding the integration of our activities are not yet finalized.

In the meantime, we all need to keep focused on our jobs ensuring our continued commitment to our scientific programs and customers.

I plan to be in San Francisco shortly and look forward to talking with all of you personally at that time.


Additional Information

Renovis is filing today a Current Report on Form 8-K that will include as an exhibit the Agreement and Plan of Merger between Evotec and Renovis. Evotec intends to file a Registration Statement on Form F-4 with the Securities and Exchange Commission in connection with the proposed merger. Evotec and Renovis expect to mail a joint proxy statement/prospectus, which will form part of the Registration Statement on Form F-4, to shareholders of Renovis in connection with the proposed merger. This document will contain important information about the merger and should be read before any decision is made with respect to the merger. Investors and stockholders will be able to obtain free copies of this document and any other documents filed or furnished by Evotec or Renovis through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of these documents may also be obtained from Evotec, by directing a request to Evotec’s Investor Relations department at Schnackenburgallee 114, 22525 Hamburg, Germany, or from Renovis, by directing a request to Renovis’ Investor Relations department at Two Corporate Drive, South San Francisco, California 94080.

In addition to the documents referenced above, Renovis files or furnishes annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed or furnished by Renovis at the SEC’s Public Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. Renovis’ SEC filings are also available to the public at the SEC’s web site at www.sec.gov, or at their web site at www.renovis.com.

Forward looking statements

This communication contains certain forward-looking statements. These forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and businesses of Evotec and Renovis and the benefits expected to result from the contemplated transaction, are based on management’s current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.

Factors that could cause or contribute to such differences may include, but are not limited to, the risk that the conditions relating to the required regulatory clearance might not be satisfied in a timely manner or at all, risks relating to the integration of the technologies and businesses of Evotec and Renovis, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, conditions of the economy and other factors described in the Registration Statement on Form F-4 filed with the Securities and Exchange Commission by Evotec and the most recent reports on Form 10-K, Form 10-Q, Form 8-K and other periodic reports filed by Renovis with the Securities and Exchange Commission.

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