DEFA14A: Recursion Pharmaceuticals Secures Additional Support for Exscientia Acquisition with Evotec's Irrevocable Undertaking

Recursion Pharmaceuticals gains further commitment for its acquisition of Exscientia as Evotec SE, holding approximately 11% of Exscientia's shares, agrees to vote in favor of the transaction.

Summary

• Recursion Pharmaceuticals is acquiring Exscientia plc through a scheme of arrangement under the United Kingdom Companies Act 2006.
• Evotec SE, holding approximately 11% of Exscientia's shares, has executed an irrevocable undertaking to vote in favor of the acquisition.
• This brings the total shares under irrevocable undertakings to approximately 53% of Exscientia's outstanding share capital.
• The acquisition is subject to customary terms and conditions, including stockholder and shareholder approvals.
• A joint proxy statement will be filed with the SEC, providing details of the proposed transaction, its benefits, and risks.
• The company securities issued in the proposed transaction are anticipated to be issued in reliance upon an available exemption from such registration requirements pursuant to Section 3(a)(10) of the Securities Act.

Sentiment

Score: 7

Explanation: The sentiment is positive as the document indicates progress in the acquisition of Exscientia, with a significant shareholder now committed to the deal. However, the presence of risks and uncertainties associated with the transaction tempers the overall sentiment.

Positives

• Increased certainty of the Exscientia acquisition due to Evotec's commitment.
• Significant portion (53%) of Exscientia's shares now under irrevocable undertakings.
• The acquisition is anticipated to be issued in reliance upon an available exemption from such registration requirements pursuant to Section 3(a)(10) of the Securities Act.

Risks

• The acquisition is still subject to stockholder and shareholder approvals.
• The transaction could be terminated if certain events or changes occur.
• Integration of Exscientia's business with Recursion's may present challenges.
• Legal proceedings could arise related to the acquisition.
• Economic, market, or business conditions could impact the combined company's operations.
• The ability to maintain technology-enabled drug discovery in the biopharma industry is a risk.
• Volatility in foreign currency exchange rates and supply chain disruptions could have an impact.

Future Outlook

The document outlines the expected completion of the acquisition of Exscientia by Recursion Pharmaceuticals, contingent on shareholder approvals and other customary conditions. The combined company anticipates delivering better treatments to patients, faster and at a lower cost.

Industry Context

The acquisition reflects a trend of consolidation and strategic partnerships in the pharmaceutical and biotechnology industries, particularly among companies leveraging AI and technology-enabled drug discovery platforms. This move positions Recursion to potentially enhance its capabilities and market position in the competitive drug discovery landscape.

Stakeholder Impact

• Shareholders of both Recursion and Exscientia will be impacted by the acquisition, requiring them to vote on the proposed transaction.
• Employees of both companies may experience changes related to the integration of the two businesses.
• Customers and partners of both companies could see changes in the combined company's offerings and strategies.

Next Steps

• File a joint proxy statement with the SEC.
• Obtain stockholder approval from Recursion Pharmaceuticals.
• Obtain shareholder approval from Exscientia.
• Secure the sanction of the High Court of Justice of England and Wales for the Scheme of Arrangement.
• Obtain required regulatory approvals.
• Complete the acquisition of Exscientia.

Key Dates

Keywords

Exscientia, Recursion Pharmaceuticals, Acquisition, Irrevocable Undertaking, Evotec, Scheme of Arrangement, Shareholders, Transaction Agreement