Evotec SE launches approximately EUR 125 million convertible bond offering

Disclosure of inside information pursuant to Article 17 MAR

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  Evotec SE launches approximately EUR 125 million convertible bond offering

Hamburg, Germany, 12 May 2026 – The Management Board of Evotec SE (the “Company” or “ Evotec ”) (Frankfurt Stock Exchange, Prime Standard, ISIN: DE0005664809, WKN 566480) today resolved with the approval of the Supervisory Board to launch the offering of senior unsecured convertible bonds due 2033, convertible into new and/or existing no-par value ordinary bearer shares of the Company (the “Shares”), in an aggregate principal amount of approximately EUR 125 million (the “Bonds”). The Bonds will be issued based on the authorization given at the annual general meeting of the Company of 20 June 2023. The pre-emption rights of the shareholders will be excluded. The Bonds are expected to be placed today.

The Bonds will have a maturity of seven years with an investor put right after five years and will be issued at par in a denomination of EUR 100,000 each. The Bonds are expected to bear interest at a rate of 2.375% to 2.875% per annum payable semi-annually in arrear. The Bonds are expected to be repaid at maturity at their accreted redemption amount of 110% of the principal amount, implying a yield to maturity of between 3.642% and 4.122%. The initial conversion price will be set at a conversion premium of 35% to 40% above the share reference price which is expected to be the share price of the Evotec Share determined in the Concurrent Delta Placement (as defined below).

The final terms of the Bonds are expected to be announced later today/tomorrow morning pre-European market opening through a separate press release, and settlement is expected to take place on or around 21 May 2026. The inclusion of the Bonds in the open market segment (Freiverkehr) of the Frankfurt Stock Exchange is intended. Evotec is subject to a lock-up period ending 90 days following the settlement date of the offering, subject to certain exemptions.

Evotec will have the option to redeem all, but not some only, of the Bonds at their accreted redemption amount in accordance with the terms and conditions of the Bonds (i) at any time on or after 30 June 2031 if the value of the Shares underlying the Bonds is equal to or exceeds 130% of their then prevailing accreted redemption amount over a certain period, or (ii) if 20% or less of the aggregate principal amount of the Bonds originally issued remains outstanding. Holders of the Bonds will be entitled to require an early redemption of their Bonds at the accreted redemption amount on the fifth anniversary of the Bonds' issue or upon the occurrence of certain events.

The Company intends to use the net proceeds to support the cash out requirements of Project Horizon, its transformation program aimed to strengthen the Company’s operating model and enabling sustained long term value creation.

The joint bookrunners have informed the Company that concurrently with the placement of the Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the "Concurrent Delta Placement") on behalf of buyers of the Bonds who wish to sell such shares in short sales to hedge the market risk of an investment in the Bonds at a placement price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Delta Placement.

The Bonds will be offered via an accelerated bookbuilding solely to institutional investors outside the United States of America (the “United States”) in reliance on Regulation S under the United States Securities Act of 1933 as amended, as well as outside of Australia, Canada, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.

 

Contact: 
Dr. Sarah Fakih
EVP Head of Global Communications & Investor Relations
Sarah.Fakih@evotec.com

 

Important note:

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of Evotec SE.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This release does not constitute an offer of securities for sale in the United States of America (the “U.S.”). Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state of the U.S., and may not be offered or sold in the U.S. absent registration or an exemption from registration under the Securities Act.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in or into the U.S., Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia or Japan.

 

MiFID II and UK MiFIR professionals/ECPs-only/No EU PRIIPs KID or CCI Regulations disclosure document - Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or CCI Regulations disclosure document has been prepared as not available to retail investors in the EEA or the UK.

 

– End of ad hoc notification –