Evolva signs sales deed of operations to Lallemand affiliate for a cool US$23M

24 Nov 2023 --- Natural molecules and industrial biotech company Evolva and Danstar Ferment, the Swiss affiliate of specialty ingredient manufacturer Lallemand, have signed a share purchase agreement for the sale and purchase of Evolva’s shares for CHF 20 million (US$22.6 million), comprising all business operations. The company’s liquidation should be rounded off in the first quarter of 2026.

“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,” says Antoine Chagnon, CEO of Lallemand.

In addition, Evolva Holding and Danstar Ferment have entered an earn-out agreement allowing for further future contingent purchase price payments of up to CHF 10 million (US$11.3 million), depending on certain product-based sales targets being met over the next 18 months.

Production know-how charts course
The net proceeds from the transaction will be distributed to the shareholders of Evolva Holding SA after all creditor claims are satisfied and the warranty periods of the SPA have lapsed. 

“The extensive production experience of Lallemand and our global sales and marketing network should support the commercialization of the products already developed by Evolva and 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,” says Chagnon.

An extraordinary shareholders’ meeting (EGM) will be held before the end of the year to ask shareholders to approve the transaction and to “resolve on the delisting” of Evolva from SIX Swiss Exchange.Evolva’s liquidation will be complete in 2026.

If approved by shareholders, the delisting of Evolva Holding’s shares will take place after a customary period of between 6–12 months following the EGM. Evolva’s largest shareholder, Nice & Green, with approximately 25% of its share capital, supports the transaction.

Strategic alternatives mapped out
In June, Evolva’s board of directors initiated a comprehensive review of strategic alternatives due to uncertainties regarding its financing. The company was able to secure the funding until the end of 2023. 

“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. 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,” says Stephan Schindler, chairman of Evolva’s board of directors. 

Since the appointment of a new CEO in 2022, the sales pipeline has shown substantial progress, and the gross contribution margin improved significantly. However, the current financing challenges make it impossible for Evolva to continue to develop value potentials as an independent stock-listed company.

Meanwhile, Evolva and food supplement supplier Breko expanded their partnership through an exclusive distribution agreement to use Veri-Te Resveratrol in dietary supplements in Germany, Austria, Thailand and Vietnam.

By Inga de Jong