Shareholders approve the sale of Evolva AG to Lallemand Inc. Swiss subsidiary at extraordinary general meeting

Evolva Holding SA / Key word(s): AGMEGM
Shareholders approve the sale of Evolva AG to Lallemand Inc. Swiss subsidiary at extraordinary general meeting
21.12.2023 / 17:45 CET/CEST

PRESS RELEASE
 

Shareholders approve the sale of Evolva AG to Lallemand Inc. Swiss subsidiary at extraordinary general meeting

Reinach, 21 December 2023 — The shareholders of Evolva Holding SA (SIX: EVE), a pioneer in the field of natural molecules and industrial biotech, approved all the proposals put forward by the Board of Directors at today’s extraordinary general meeting (EGM).

The shareholders approved with large majorities (see details below) all proposals put forward by the Board of Directors: In particular, the sale by Evolva Holding SA of Evolva AG to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc., was approved which secures the future of Evolva’s operations. In addition, the dissolution and liquidation of Evolva Holding SA, the appointment of two board members as liquidators, the delisting of Evolva Holding SA (effective 6-12 months from the EGM) and the increase of the conditional capital to enable settlement of existing contractual obligations under remuneration programs was approved.

Stephan Schindler, chairman of Evolva Holding SA, commented: “The Board of Directors regrets that, despite substantial operational improvements achieved over the last 20 months under the new management, the financing challenges made it impossible for Evolva to continue to develop its value potential as an independent stock-listed company. Given the dire alternative solutions, the transaction with Lallemand Inc. is by far the best option available for employees, partners, customers and the shareholders. We would like to thank the Evolva shareholders for their support in securing the future of Evolva AG’s operations.”

The convocation of an EGM became necessary after Evolva Holding SA signed, on 20 November 2023, a share purchase agreement with Danstar Ferment AG regarding the sale of all shares in Evolva Holding SA’s wholly owned subsidiary Evolva AG. Danstar Ferment AG is an affiliate of Lallemand Inc., a global leader in the development, production, and marketing of yeast, bacteria and specialty ingredients.

Closing of the transaction is subject to customary conditions precedent, including shareholder approval and receipt of a tax ruling. Both conditions precedent have now been satisfied. Closing is expected to occur on 28 December 2023.

The shareholders today approved the proposals put forward by the Board of Directors with the following majorities:

• Agenda item 1 (Approval of the sale of Evolva AG to Danstar Ferment AG): with 90.83% of the votes represented (votes represented: 3,052,011 votes of the total outstanding shares/votes of 6,827,012).
• Agenda item 2 (Amendments to and increase of the conditional capital for employees, persons of similar status and members of the Board of Directors): with 77.24% of the votes represented (votes represented: 3,052,011 votes of the total outstanding shares/votes of 6,827,012).
• Agenda item 3 (Dissolution and liquidation of Evolva Holding SA): with 90.35% of the votes represented (votes represented: 3,052,011 votes of the total outstanding shares/votes of 6,827,012).
• Agenda item 4 (Appointment of two current board members as liquidators):
  4.1 Appointment of Stephan Schindler: with 92.38% of the votes represented (votes represented: 3,002,825 votes of the total outstanding shares/votes of 6,827,012).
  4.2 Appointment of Beat In-Albon: with 92.46% of the votes represented (votes represented: 3,011,555 votes of the total outstanding shares/votes of 6,827,012).
• Agenda item 5 (Delisting of Evolva Holding SA from SIX Swiss Exchange): with 91.10% of the votes represented (votes represented: 3,052,011 votes of the total outstanding shares/votes of 6,827,012).

In addition, the EGM rejected a proposal by a shareholder at the meeting for a special investigation relating to the appropriateness of the purchase price consideration of the transaction with 99.85% of the votes represented (2,898,529 votes of the total outstanding shares/votes of 6,827,012).
 

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

About Evolva Holding SA
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, half of which are women, are dedicated to make the best products that can contribute to health, wellness and sustainability. Find out more at evolva.com.
 

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.

End of Media Release