Evotec SE (NASDAQ:EVO) Business Update Conference Call January 22, 2024 9:00 AM ET

Company Participants

Volker Braun - SVP, Head of Global IR & ESG

Iris Löw-Friedrich - Chairwoman

Mario Polywka - Interim CEO

Conference Call Participants

Charles Weston - RBC Capital Markets

Falko Friedrichs - Deutsche Bank

Michael Ryskin - Bank of America Merrill Lynch

Steven Mah - TD Cowen

Christian Ehmann - Warburg Research

Operator

At this time, it is my pleasure to hand over to Mr. Volker Braun, Head of Global Investor Relations and ESG. Please go ahead, sir.

Volker Braun

Thank you, Sasha and good morning, good afternoon to all of you in the call. Thank you very much for dialing in. Today's call will be led by Professor Iris Löw-Friedrich, Chairwoman of Evotec's Supervisory Board and Dr. Mario Polywka, CEO of Evotec.

Before we start, please allow me to spend a few words on housekeeping items. The call today is limited to 30 minutes. After the comments of Iris Löw-Friedrich and Mario Polywka, you will have the opportunity to ask questions, as Sasha just alluded to. Please be aware that we will only answer questions related to the sphere of influence of Evotec. The second housekeeping item is to make you aware of the cautionary language as outlined in the disclaimer on Page 2.

And with that I hand over to Iris Löw-Friedrich to share details on governance principles at Evotec. Iris, please, the floor is yours.

Iris Löw-Friedrich

Yes, thank you very much, Volker, and also from me a very, very warm welcome to today's call. As Chair of the Evotec Supervisory Board, I would like to briefly recap on the termination of Office of our former CEO, Werner Lanthaler and his late disclosure of transactions in company shares. As you all know, at the end of last year, Werner Lanthaler asked the Supervisory Board to end his position as Evotec's CEO and his service agreement. He referred to personal reasons for that decision. We, the Supervisory Board, decided on the 3 of January to agree on such termination with immediate effect and we communicated that to the market immediately.

In parallel, Werner Lanthaler disclosed to Evotec a number of transactions in Evotec shares that he made over a period of three years. Evotec reported these transactions to the market immediately after the company received the respective notifications from Werner Lanthaler, Evotec has acted always in compliance with the statutory regulations and our own very strict compliance code. I assure you that Evotec has a clear and widely communicated insider policy, which is supplementary to Evotec's Code of Conduct.

So for example, the policy explains the notification duties of managers related to dealings as well as Black Out periods before announcement dates of Interim Financials. The policy also describes what information is to be considered as inside information, and the resulting information ban and trading prohibition. Furthermore, the Insider Policy lays out a mandatory clearance process prior to any trade in company shares. The clearance process is to be observed by any person discharging managerial responsibilities, which means in essence, the Supervisory Board and the Management Board members.

All details of the Insider Policy have been reviewed and refined in the run-up to our U.S. listing in 2021. All corporate insiders have been appropriately trained on the policy. The policy has been published and is accessible on the company's website in the governance section under evotec.com/investor relations/governance.

Triggered by this instance, we have reviewed our processes. And I state firmly today that Evotec has fulfilled all its notification obligations as to managers' transactions at all times. We have also reaffirmed with the current members of the Management Board and the current members of the Supervisory Board the strict adherence to Evotec's very strict Insider Policies and Procedures. Werner Lanthaler has left Evotec's Management Board. Except for certain outstanding internal handover activities, which may only continue for a very, very short time still, he does not hold any operational or advisory role in the company or in the Group's subsidiaries anymore.

Besides that, let me be very clear. There are no further plans by Evotec to involve him on company matters in the future. It's very important for me to underscore to you that Evotec is very strong. The innovative power of Evotec has been, and will be always the almost 5,000 colleagues in the company who bring their experience and expertise, their passion, creativity, resilience and commitment to work every day.

They are creating the high caliber research results, the fascinating science and the high quality deliverables upon which Evotec's reputation and wide recognition in our industry are built. It is the collective scientific expertise that makes all the difference. And of course, I can assure you that we continue to have strong, engaging state-of-the-art and experienced leadership in place.

Before I hand over to Mario Polywka, our CEO, I would like to underscore what Volker said in the introduction and to clarify, we do not participate in any speculations on matters outside the sphere of influence of Evotec. I've covered all aspects that are relevant in the context of Werner Lanthaler's departure with my statement. Hence I'm seeking your understanding that we will not answer today any additional questions related to the former CEO's departure.

Of course, we are very much looking forward to respond to any questions you might have related to the business, future growth, the search process. So thank you very much. And with that, it is a pleasure for me to hand over to Mario Polywka, our CEO.

Mario Polywka

Thank you, Iris, Volker and hello to everybody. It really is my great honor to represent Evotec today, and to give you a brief update on our business progress.

I would like to first begin with a very clear statement, as Iris has pointed out. All my colleagues and I remain completely focused on the delivery of our goals for 2024, which does establishes the platform for Evotec and our 2025 aspirations, which I know are very dear to our hearts and your heart too. Our strategy, and our business model remains intact and within reach [ph]. The news over the Christmas period has not impacted what we're doing, has not impacted our customer satisfaction, or our ability to continue to progress and sign important new contracts.

After a hugely timed meteor of 2023, with the impact of the cyber attack, our businesses are back in full operation, with only small minor headwinds. Just - Biologics continues to deliver significant revenue growth. And operationally we are making truly excellent progress in putting together all the pieces to deliver against our pivotal Sandoz partnership in the coming year, as well as being in the position to acquire and deliver on new businesses within the Just - Evotec Biologics division.

Our PanOmics-driven drug discovery platform, our end-to-end R&D platforms remain at the vanguard of delivering on our partners' drug discovery and development needs. And this can be illustrated by the recent progress with BMS and Owkin as a few examples. Coming out of JPMorgan, 2024 sees some green shoots of recovery within what has been a very challenging market. And we feel here at Evotec, we are ideally placed to respond to further upward trends in our market.

As reported in the Q3 call, we remain super conscious of our need to continually improve our operational efficiency. And we continue to progress initiatives to maximize this efficiency and thus deliver on our increasing profitability objectives for 2025. Continuing from that cyber recovery reported to you at the beginning of Q4 last year, we confirm our adjusted guidance for 2023 as we confirmed that just two weeks ago. This is a truly excellent position going into 2024 and we will give you full details of the full year 2023 outcome, and of course, a more detailed guidance on 2024 only in our April '24 statement.

With that, I would like to summarize and open the floor to questions. We enter 2024 with an improved underlying demand for our services, continued growth in our Just - Biologics platform, and an increasing number of partnerships with significant milestone-based upside opportunities. As 2025 are predicated by significant contributions from these key business elements, we feel there is no reason to change our aspiration for 2025. But as we all know, finally it's all about execution.

We are always somewhat at the whim of chemistry and biology data, working and driving our pipeline forward. But our platforms and our people, as Iris has said, have been developed to maximize that probability of success. It remains for me to also say thank you to all of our colleagues and employees for their unwavering support and dedication to Evotec and the great skill and commitment they bring to their jobs every day.

And then finally, you can see here, a brief overview on up and coming events before we start the QA session. Thank you for listening and also for your support. And we will now take a small number of questions. And I ask the operator to start the Q&A session now.

Question-and-Answer Session

Operator

The first question is from Charles Weston with RBC Capital Markets. Please go ahead.

Charles Weston

Hello, thanks for taking my questions. I'll kick off with two please. First of all, have you consulted with German and U.S. lawyers, security lawyers about any potential liability that the company might face from shareholders? And secondly how is CEO search going? And what sort of profile of candidates are you looking for? Thank you.

Iris Löw-Friedrich

Yeah, Charles. This is Iris. Thank you very much for the questions. You can rest assured that we have gotten advice and support internally and externally on all potential implications, so far to your first question.

To your second question about the profile of the new CEO, you can imagine that we are seeking a very visionary and dynamic CEO who needs to take the company to the next level of its evolution. But I'm also mindful that following a period of very fast growth, the near term priorities for Evotec are securing the profitability of the business, streamlining the business processes, systems, site, capturing efficiencies and reducing the complexity across the businesses.

In addition, we need to integrate and build a culture of high performing and collaborative teams. And we need to foster psychological safety as well as inclusion and belonging. And in a more volatile biotechnology investment climate, as Mario said, the company needs to focus on its core research and development strengths, as well as building a backbone of strong functions, working with the fully integrated businesses in a seamless manner. And of course, the CEO will be responsible for providing the strategic direction, but also for operationalizing the strategy to ensure performance and delivery. These are important terms, performance and delivery, driving profitable growth and ensuring the overall success of Evotec.

And you can imagine that the ideal candidate will have a strong background in the life sciences industry, and ideally a proven track record of executive leadership and operational management of a large listed enterprise. And of course we are looking to the successful candidate to work together with the Management Board as a strong leadership team and to drive innovation which is the foundation of our business to optimize operational efficiency and to deliver exceptional results going forward. That's the person we are looking for.

Charles Weston

Thank you very much.

Iris Löw-Friedrich

Thank you.

Operator

The next question comes from the line of Falko Friedrichs with Deutsche Bank. Please go ahead.

Falko Friedrichs

Thank you, and good afternoon. I have two questions as well, please. Firstly, is there a risk that your company could face further investigations into your processes and procedures? Such as, for instance one from the SEC in the U.S.? And then secondly, will there be a detailed review of the business district decisions that Mr. Lanthaler oversaw to make sure that he wasn't also acting unethically in a business context? Thank you.

Iris Löw-Friedrich

Yeah, I can take this as a first step, and Mario please add. So first of all, we are of course, not aware of an investigation by German or U.S. regulators related to a potential company misconduct with regards to Directors' dealings. So we are again, not aware of that. And we are not expecting at this time any legal actions taken in either geography.

And then on your question around other transactions, please rest assured that all internal processes related to company payments require a 4-A [ph] principle and we live very strictly by that. And please also rest assured that we have intensively locked inside into any proceeds. And I can state firmly here that we are not aware and we have really looked deeply, of any other misbehaviors or misconduct.

Falko Friedrichs

Okay, thank you.

Mario Polywka

And perhaps I could just add to what Iris said. I'm certainly not aware of any issue with business decisions being made within the organization in driving our strategy and vision forward.

Falko Friedrichs

Okay, thank you.

Operator

The next question is from Michael Ryskin with Bank of America. Please go ahead.

Michael Ryskin

Great, thanks for taking the question. I just want to talk about the some of the governance and internal metrics and tracking. I think, you cited the state of the art governance and that throughout this process Evotec adhered to all the appropriate policies and took the appropriate actions and yet they still -- the events still transpired. So are you considering any changes to your internal tracking, to your internal policies or anything else specifically as it relates to the senior executive team? Thank you.

Iris Löw-Friedrich

Yeah, of course, we are looking into, are there any learnings? But I want to reiterate what I said before, we have state of the art processes in place, starting with the policy, everybody is trained on with the appropriate clearance process with the clarity that there needs to be reporting of any transaction and that no transaction can happen without a prior clearance, and also with the annual check-in.

Of course, we are looking whether there is further opportunity to refine and improve, but this will only be refinements. The basic processes are robust and have been tested and are very much in line with best industry practices.

Operator

The next question comes from the line of Elizabeth Weisenhall with Particles Investments [ph]. Please go ahead.

Unidentified Analyst

Yes, hello. It was already somehow touched upon it. I really don't quite understand and it was also mentioned in press comments that you should get a list of ownership every yearend by the responsible person and then you could counter check. But okay, if he's not doing, is not getting the actual list, you cannot counter check.

And then the second fear would be, that because we have to be -- I mean investors have to be more or less -- get some clarity, whether the company itself could get into trouble with all that. And the second fear for me is, the former CEO said, okay it's not the time now to go for profitability, but it's the time to invest. And it sounds to me now that you are looking to change that.

Iris Löw-Friedrich

So I can give it a start. As you rightly said, we are checking shareholdings with the Management Board and Supervisory Board members in the end of every year. If incorrect information is given back to us, there is limitations to what we can do. And as we said before, if there are misbehaviors, processes and systems can only put a framework around that and can only safeguard against misbehaviors to a certain extent.

I would like to repeat and be crystal clear that the company has behaved all the time, in line with what should be expected, in line with regulations, in line with our own codes and guidances. So we do not expect that there will be any action in the direction of the company. And I think Mario you should talk about the focus on profitability, and this does not preclude the focus on growth, right? What we're trying to achieve is profitable growth. But Mario, that's maybe more appropriate for you to discuss.

Mario Polywka

I see Iris, and thank you for the question, Elizabeth. So there is no particular emphasis on profitability or growth, the emphasis is on development. So we absolutely are tremendously excited about the opportunities we have in Just - Evotec Biologics, not just with this fantastic Sandoz collaboration partnership we have, but all other opportunities that, that presents. And you know, that we are closing out on our J.POD 2 in Toulouse, and that's pivotal for us to deliver on what is significant, almost $1 billion sales order book, in the Just - Evotec Biologics division.

And so we will continue to invest and do everything we can to make sure that is a success, just as we will in all our end to end R&D platforms, IPSC, cell therapy, or whether it be finding disease-related targets or even through out pandemics-driven drug discovery. However, as an organization, we must also deliver to our shareholders, and we must deliver, not just a robust top line, but a very, very robust and meaningful bottom line. So we will continue to focus on processes inside to maximize our return on our investments.

Unidentified Analyst

May I have an add-on? Hello.

Mario Polywka

Hello.

Unidentified Analyst

Hello, may I have an add-on?

Iris Löw-Friedrich

Yes,

Unidentified Analyst

Please, can you explain the trades that were reported on Friday where Mr. Lanthaler was also mentioned, though these trades, these option trades, were they called before the year -- before this third of January or why this is still on the list?

Volker Braun

Maybe I can chime in. Can you hear me?

Unidentified Analyst

The option execution trades that were reported on Friday.

Volker Braun

Yes, can you hear me?

Unidentified Analyst

Yes.

Volker Braun

Okay. So these option exercises were related to the long term incentive plans granted in 2020, and they were -- vesting of the period has ended after four years. And that's same transaction as also the other Management Board members, Cord Dohrmann and Craig Johnstone executed.

Unidentified Analyst

So they were executed before the first, before the 3 of January?

Volker Braun

No, those were executed now in January as they were now -- the order was already given in Q3, but execution is the normal course of that transaction is that it's due on January, are executed in January.

Unidentified Analyst

Okay, and he's still entitled to it?

Volker Braun

It was granted in 2020. Therefore he was.

Unidentified Analyst

Okay, yeah.

Mario Polywka

And that's the normal course of business and is put in place so that we don't get any effect on the market. So always at the end of Q3 are the orders placed.

Volker Braun

There's room for one more person, I guess one or two depending on the length.

Operator

The next question comes from Steven Mah with TD Cohen. Please go ahead.

Steven Mah

Great. Thanks for taking the questions. Just wanting to dig in a little bit deeper on some of the prior questions. So the prior CEO had certain focuses and business priority, one of them being Just Biologics. It sounds like you guys have completed an assessment of the Just Biologics program, given your comments. But is there going to be an internal reassessment of the former CEO's other priorities going forward? And -- or should we assume that you guys have completed that? Thank you.

Mario Polywka

I will take that question. Yeah, I think what is the clear message is that there is a clear vision for Evotec, certainly in the mid-term and going forward, based on our actions in 2025 and beyond. And that's the line not just with the prior CEO, but the whole Management Board and the Supervisory Board. So certainly going forward, under my remit, it's business as usual. We need to focus on these four pillars of our organization and our offering, that Just Biologic, the end to end R&D platforms, IPS cell therapies and PanOmics-driven drug discovery.

And we will be laser-focused on continuing to both develop business partnerships in these areas and executing on current business partnerships, and future business partnerships.

Volker Braun

We may have room for one more.

Operator

The next question is from Christian Ehmann with Warburg Research. Please go ahead.

Christian Ehmann

Hello, thank you for taking my question. So I've only have a very specific one, regarding the mandatory preclearance obligation you have. So then because we have it in place since 2021, so is it then valid to assume that Mr. Lanthaler was in violation of this policy? Thank you very much. Or did he actually pre-approved those trades in 12/31, for example?

Iris Löw-Friedrich

The trades were not pre-approved and the established process was not followed. And this is not what happens in other parts of Evotec, not with other Management Board members, not with the Supervisory Board members. The process was clearly not followed by Werner Lanthaler.

Christian Ehmann

Thank you very much.

Operator

Ladies and gentleman that was the last question. Would now like to turn the conference back over to Mr. Volker Braun for any closing remarks.

Volker Braun

Thanks, Sasha. And this is invitation to all of you who still have questions reaching out to me. You have the contact details at the end of the presentation. And thank you very much again for your interest and the detailed questions and speak soon. Thank you.