Evolva enters into an agreement to sell its operations to Lallemand, securing the best possible outcome for the company and its stakeholders

Evolva Holding SA / Key word(s): Disposal

21-Nov-2023 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
 

Evolva enters into an agreement to sell its operations to Lallemand, securing the best possible outcome for the company and its stakeholders

• Evolva and Danstar Ferment AG, a Swiss affiliate of Lallemand Inc., have signed a share purchase agreement regarding the sale and purchase, respectively, of 100% of the shares in Evolva AG, the fully owned operating subsidiary of Evolva Holding SA containing all of Evolva's business operations.
• The purchase price is set at CHF 20 million, subject to customary post-signing/completion adjustments.
• Closing of the transaction is subject to customary conditions including, inter alia, shareholder consent.
• In addition, Evolva Holding SA and Danstar Ferment AG have entered into an earn-out agreement providing for additional future contingent purchase price payments of up to CHF 10 million, depending on the achievement of certain product-based sales targets over the next 18 months.
• The net proceeds from the transaction will be distributed to the shareholders of Evolva Holding SA after the satisfaction of all creditor claims and the warranty periods of the SPA have lapsed. The liquidation of the company is currently expected to be completed in the first quarter of 2026.
• Based on the information available today, the liability profile of the company and estimated future costs and expenses during the liquidation, assuming an orderly liquidation process (and excluding unforeseen events), the Board of Directors and Management currently estimate the potential liquidation dividend (per share) to range between CHF 0.70 (assuming some downward purchase price adjustment and no earn-out target having been met) and CHF 2.40 (assuming some upward purchase price adjustment and full earn-out potential achieved).
• Evolva will invite shareholders to an extraordinary shareholders’ meeting (EGM) in the coming days. The EGM is expected to be held still this year to ask shareholders to approve the transaction and Evolva’s liquidation and to resolve on the delisting of Evolva from SIX Swiss Exchange.
• If approved by shareholders, the delisting of Evolva Holding SA’s shares is expected to take place after a customary period of between 6-12 months following the EGM.
• Evolva's Board of Directors unanimously supports the transaction and recommends approval of the transaction to its shareholders; the largest shareholder of Evolva Holding SA, Nice & Green SA, holding approx. 25% of Evolva’s share capital, has confirmed its support for the transaction.

Reinach, Switzerland, 21 November 2023 — Evolva Holding SA (SIX: EVE), a pioneer in the field of natural molecules and industrial biotech, announced that it signed a share purchase agreement (SPA) with Danstar Ferment AG, a Swiss affiliate of Lallemand Inc., a global leader in the development, production, and marketing of yeast, bacteria and specialty ingredients. Subject to the fulfillment of certain customary conditions in the SPA, Danstar Ferment AG will acquire 100% of the shares in Evolva AG (including its subsidiaries) from Evolva Holding SA. The purchase price is set at CHF 20 million, subject to customary upward or downward adjustment depending on certain post-completion adjustments and an earn-out of up to CHF 10 million based on the achievement of certain product-based sales targets.

On 14 June 2023, the Board of Directors of Evolva initiated a comprehensive review of strategic alternatives due to uncertainties regarding its financing. The company was subsequently able to secure financing until the end of 2023. Without successful completion of this strategic review, Evolva would have had to stop its operations in Q1 2024.

Evolva’s Board of Directors acknowledges the significant positive developments under the new leadership team led by Christian Wichert. Since he became CEO in early February 2022, the company achieved notable milestones and successes along the entire value chain. The sales pipeline showed substantial progress and the gross contribution margin improved significantly. However, the current financing challenges make it unfortunately impossible for Evolva to continue to develop these value potentials as an independent stock-listed company.

The Board of Directors took a broad approach over the last 5 months to engage with potential partners in the strategic review. The limited financial flexibility (with financing only secured until the end of the year) and the currently negative market sentiment for early-stage industrial biotech companies proved to be significant challenges. Taking all of this into account, the Board of Directors is convinced that the agreement with Lallemand is in the best interest of the company and all its stakeholders. In particular, it secures the future of the operating business for all employees, customers, and partners, prevents a default of the company, and maximizes the financial benefits for creditors and shareholders under the current circumstances.

The Board of Directors therefore unanimously recommends that shareholders accept the sale of the shares in Evolva AG to Danstar Ferment AG.

Key elements of the transaction contemplated in the SPA are:

• The purchase price is set at CHF 20 million, subject to upwards or downwards adjustment depending on certain post-signing / completion adjustments;
• In addition, Evolva Holding SA and Danstar Ferment AG have entered into an earn-out agreement providing for an additional future contingent purchase price payments of up to CHF 10 million, depending on the achievement of certain product-based sales targets;
• Closing of the transaction is subject to customary conditions, including shareholder approval and receipt of a tax ruling;
• The net proceeds from the transaction will be distributed to the shareholders of Evolva Holding SA after satisfaction of all creditor claims and the warranty periods of the SPA have lapsed; the liquidation of the company is then expected to be completed in the first quarter of 2026;
• Based on the information available today, the liability profile of the company and estimated future costs and expenses during the liquidation, assuming an orderly liquidation process (and excluding unforeseen events), the Board of Directors and Management currently estimate the potential liquidation dividend to range between CHF 0.70 (assuming some downward purchase price adjustment and no earn-out target having been met) and CHF 2.40 (assuming some upward purchase price adjustment and full earn-out potential achieved);
• Evolva will invite shareholders to an extraordinary shareholders’ meeting (EGM) in the coming days. The EGM is expected to be held still this year to ask shareholders to approve the transaction and Evolva’s liquidation and to resolve on the delisting of Evolva from SIX Swiss Exchange;
• If approved by shareholders, the delisting of Evolva Holding SA’s shares is expected to take place after a customary period of between 6-12 months post the EGM.

Nice & Green, the largest creditor and shareholder of Evolva with approx. 25% of Evolva’s shares has confirmed its support of the transaction and that it intends to vote in favor of the board’s proposals at the EGM.

Stephan Schindler, Chairman of the Evolva Board of Directors, says: “As promised in connection with the strategic review initiated earlier this year, we have done our utmost to find the best possible outcome for the company, our employees, shareholders, creditors, customers, and suppliers. With Lallemand we believe to have found a good new owner for the business with the necessary financing and strategic and operational capability to develop the potential of Evolva to the next level.”

Christian Wichert, CEO of Evolva, states: “I believe that with Lallemand we have found a safe harbor for our employees and for the vision of Evolva to continue. Lallemand being a family-owned strongly financed global company, offers growth ambitions along our strategy, products, and capabilities. From all options, Lallemand offers the best fit, also culturally, that can result in opportunities for our people, customers, and suppliers going forward. I would like to use this opportunity to thank all our employees for their great contributions and efforts during the past months, and the confidence and trust in us to find the best possible solution for the future of Evolva”.

Antoine Chagnon, CEO of Lallemand Inc.: “Lallemand is heavily engaged in making biotechnology one of the answers to the challenges the World faces with respect to climate, nutrition and health. The capabilities of the Evolva team and technologies are largely complementary with those of Lallemand and by combining resources we will be even better poised for success. The extensive production experience of Lallemand and our global sales and marketing network should support the commercialization of the products already developed by Evolva as well as for the development and commercialization of Evolva’s innovation pipeline. Furthermore, the acquisition of Evolva AG will further strengthen Lallemand’s R&D capabilities and presence in Switzerland. We look forward to welcoming the Evolva employees into our Lallemand family and continuing to work with suppliers, existing and new customers in brining sustainable ingredients based on nature to markets globally”.
 

Contact Lallemand Inc.
Lars Asferg
President Lallemand Bio-Ingredients
+41 79 566 6059
lasferg@lallemand.com

Contact Evolva
Doris Rudischhauser
Head of Investor Relations and Corporate Communications
+41 79 410 81 88
dorisr@evolva.com
 

About Lallemand Inc.
Lallemand Inc. is a family-owned business headquartered in Canada whose focus is on the development, production, and marketing of yeasts, bacteria, fungi and enzyme solutions across the baking, food ingredients, human and animal nutrition and health, crop protection/nutrition, oenology, brewing, alcohol and biofuel sectors. Lallemand is present in more than 50 countries, operates more than 45 production plants and has circa 5,000 employees.

About Evolva
Evolva is a Swiss biotech company focused on the research, development and commercialization of ingredients based on nature. We have leading businesses in Flavors and Fragrances, Health Ingredients and Health Protection. Evolva’s employees are dedicated to make the best products that can contribute to health, wellness and sustainability. Find out more at evolva.com and connect with us on LinkedIn.

Disclaimer
This announcement is not an offer of securities into the United States. The 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”), and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, in the United States, except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States. Further, the securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan or under the applicable securities laws of any other jurisdiction where to do so might constitute a violation of such laws.             
This press release contains specific forward-looking statements, e.g. statements including terms like believe, assume, expect or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.