SCHEDULE: Activist Investor MAK Capital Takes 7% Stake in Evotec SE

MAK Capital has acquired a 7.0% stake in Evotec SE and is pushing for strategic and governance improvements, including a board nomination and a spin-out of Just-Evotec Biologics.

Summary

• MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman (collectively 'MAK') have acquired 12,503,512 Ordinary Shares of Evotec SE.
• This stake represents approximately 7.0% of Evotec SE's outstanding shares, based on 177,877,782 shares as of March 30, 2026.
• The aggregate purchase price for these shares was approximately 72,334,719 euros, funded through working capital.
• On March 30, 2026, MAK representatives discussed potential strategic and governance improvements with Prof. Dr. Iris Low-Friedrich, Chairwoman of Evotec's Supervisory Board.
• MAK specifically requested that Evotec consider nominating Dr. Wolfgang Hofmann to its Supervisory Board.
• MAK also urged Evotec to take immediate steps to IPO and subsequently spin out its Just-Evotec Biologics US subsidiary.
• No agreement or understanding was reached during the conversation, and Evotec has not committed to any specific actions.
• MAK believes that changes to Evotec's current strategy and governance are warranted and intends to continue engaging with the company's boards.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While no immediate agreement was reached, the significant stake and clear proposals from an activist investor often serve as a catalyst for potential value-enhancing changes, even if the path forward involves uncertainty.

Positives

• An activist investor taking a significant 7.0% stake could signal potential for value creation through proposed strategic and governance changes.
• Proposals to IPO and spin out the Just-Evotec Biologics US subsidiary could unlock significant shareholder value by allowing the market to better assess its independent potential.
• The request to nominate Dr. Wolfgang Hofmann to the Supervisory Board suggests an intent to bring specific expertise or a new perspective to the company's governance.

Negatives

• No agreement or understanding was reached with Evotec's Supervisory Board regarding MAK's proposals, indicating potential resistance or a prolonged engagement process.
• The need for an activist investor to push for strategic and governance changes may suggest underlying issues with the company's current direction or performance.

Risks

• Management and Supervisory Board resistance to MAK's proposals could lead to a protracted and potentially costly activist campaign.
• Uncertainty regarding the outcome of MAK's engagement with Evotec's boards means there is no guarantee that the proposed changes will be implemented or will yield the desired shareholder value.
• The process of an IPO and spin-out for Just-Evotec Biologics is complex and subject to market conditions, regulatory approvals, and operational challenges.

Future Outlook

MAK intends to continue actively engaging with Evotec's Management and Supervisory Boards regarding potential strategic and governance improvements. They believe changes are warranted to enhance long-term shareholder value, specifically through a Supervisory Board nomination and the IPO and spin-out of the Just-Evotec Biologics US subsidiary. However, no commitments have been made by Evotec.

Management Comments

• Evotec SE's Issuer has not committed to any specific actions regarding MAK's proposals for strategic and governance improvements.

Industry Context

StockSavvy.ai notes that activist investor involvement in the biotechnology and pharmaceutical sectors often signals a belief that a company's assets are undervalued or that its strategy is not fully optimized. Proposals like spinning out a subsidiary (Just-Evotec Biologics) are common tactics to unlock value, particularly for specialized units that may be obscured within a larger corporate structure. This move could align Evotec more closely with industry trends favoring focused, agile biotechs.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if MAK's proposed strategic and governance changes are successfully implemented, particularly the IPO and spin-out of Just-Evotec Biologics.
• Management and Supervisory Board: Will face increased scrutiny and pressure to address MAK's concerns and proposals, potentially leading to shifts in strategic direction or board composition.
• Employees of Just-Evotec Biologics: A potential IPO and spin-out could create new opportunities or changes in corporate structure for employees of this subsidiary.

Next Steps

• MAK intends to continue actively engaging with Evotec's Management and Supervisory Boards regarding strategic and governance matters.
• Evotec SE is expected to consider MAK's request to nominate Dr. Wolfgang Hofmann to the Supervisory Board.
• Evotec SE is expected to consider MAK's request for immediate steps to IPO and subsequently spin out the Just-Evotec Biologics US subsidiary.

Key Dates

Recommendation

A 'hold' recommendation is appropriate given the filing. While the activist investor's proposals (board nomination, Just-Evotec Biologics IPO/spin-out) could unlock significant value for Evotec SE, no agreement has been reached with management. The outcome of this engagement is uncertain, and investors should await further developments regarding the company's response and the potential implementation of these strategic changes before making a definitive investment decision.

Keywords

Evotec SE, MAK Capital, Activist Investor, Schedule 13D, Corporate Governance, Strategic Review, Just-Evotec Biologics, IPO, Spin-out, Shareholder Value