Evolva: a CHF 20 million exit deal prevents company closure

On 14 June 2023, the Board of Directors (BOD) 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 the successful completion of this strategic review, Evolva would have had to stop its operations in Q1 2024.

The Basel-based biotech company focused on the research, development and commercialisation of ingredients based on nature, recorded 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. Over the last five months, the BOD engaged with potential partners in the strategic review. They found that the limited financial flexibility and the currently negative market sentiment for early-stage industrial biotech companies are critical challenges.

Considering these conditions, the BOD has agreed to a share sale of all Evolva shares to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc, securing the best possible outcome for the company and its stakeholders. In particular, the deal will facilitate the future of the operating business for all employees, customers, and partners, preventing a default of the company and maximising the financial benefits for creditors and shareholders under the current circumstances.

The purchase price is set at CHF 20 million, subject to upward or downward 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 and closing of the transaction is subject to customary conditions, including shareholder approval and receipt of a tax ruling. Among other terms, the company’s liquidation is expected to be completed in the first quarter of 2026. If shareholders approve the transaction, the delisting of Evolva Holding SA’s shares is expected to take place after a customary period of between 6-12 months after the extraordinary shareholders’ meeting (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.”

Commenting on the deal, Antoine Chagnon, CEO of Lallemand Inc., said: “… The capabilities of the Evolva team and technologies are largely complementary to 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 commercialisation of the products already developed by Evolva as well as the development and commercialisation 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, and existing and new customers in bringing sustainable ingredients based on nature to markets globally”.

(Press release/RAN)