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Evolva Holding SA
/ Key word(s): Takeover
Evolva and Lallemand close the sale of Evolva AG to Danstar Ferment AG on 28 December 2023
28.12.2023 / 17:45 CET/CEST
PRESS RELEASE
Evolva and Lallemand close the sale of Evolva AG to Danstar Ferment AG on 28 December 2023
Reinach, Switzerland, 28 December 2023 — Following the approval on 21 December 2023 by the shareholders of Evolva Holding AG (SIX: EVE) of the sale of Evolva AG to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc., the parties have successfully closed the transaction on 28 December 2023. Evolva Holding SA will seek the delisting of its shares from SIX Swiss Exchange in line with the established practice for such transactions, and therefore expects the delisting to take place after a customary period of between 6-12 months.
Following the satisfaction of all customary conditions precedent, the acquisition by Danstar Ferment AG of all shares in Evolva AG from Evolva Holding SA (the “Company”) was successfully closed on 28 December 2023.
As previously communicated (see press releases of 21 November 2023, 30 November 2023 and 21 December 2023),
- Following the closing, the CHF 20 million initial purchase price may be adjusted on an upward or downward basis; the Company will provide further updates regarding these purchase price adjustments once they have been set and quantified in accordance with the terms of the share purchase agreement;
- In addition to the purchase price of CHF 20 million the transaction is subject to an earn-out payable to the Company of up to CHF 10 million based on the achievement of certain product-based sales targets;
- The net proceeds from the transaction will be distributed to the shareholders of the Company after the satisfaction of all creditor claims and the warranty periods of the share purchase agreement (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 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);
- The delisting of the shares of the Company is expected to take place after a customary period of between 6-12 months following the extraordinary general meeting of 21 December 2023.
Stephan Schindler, Chairman of Evolva Holding SA, comments: “We thank the Evolva shareholders for their support to enable the transaction with Lallemand, securing the future of Evolva AG’s operations for its employees, customers and partners. Our focus is now on the orderly handling of the liquidation of the Company, considering potential earn-out payments and the distribution of a respective liquidation dividend.”
Contact Evolva
Doris Rudischhauser
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 48 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.
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.
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File: Evolva and Lallemand close the sale of Evolva AG to Danstar Ferment AG on 28 December 2023
End of Media Release
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