Danstar Ferment AG enters into an agreement to acquire Evolva AG form Evolva Holding SA (SWX:EVE) for CHF 30 million on November 20, 2023. The purchase price is set at CHF 20 million, subject to customary post-signing/completion adjustments and 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. On June 14, 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 unanimously supports the transaction and recommends approval of the transaction to its shareholders.

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.

Closing of the transaction is subject to customary conditions precedent, including shareholder approval and receipt of a tax ruling. 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). As of December 21, 2023, shareholders of Evolva Holding SA have approved the transaction and the transaction is expected to close on December 28, 2023.

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 and liquidation of the company is then expected to be completed in the first quarter of 2026. Houlihan Lokey served as financial advisor to Evolva AG. Philipp Haas, Deirdre Ní Annracháin and Roman Sturzenegger from legal team Marcel Meier from tax team of Niederer, Kraft & Frey act as legal advisor for Evolva Holding SA.