Evolva to Acquire Abunda Nutrition

In addition to Stevia, Evolva will obtain full ownership of certain additional development-stage compounds with relevance in cardiovascular health and other nutrition sectors.

4/7/2011 --- Evolva Holding SA announces that it plans to acquire its R&D partner Abunda Nutrition, Inc.

Evolva and San Francisco-based Abunda have collaborated on the development of Abunda’s next-generation nutritional ingredients since 2009. One part of this collaboration, using Evolva’s proprietary technology, succeeded in making the key components of the natural high intensity sweetener Stevia via fermentation in yeast. This process bypasses the complex logistics associated with the traditional cultivation, processing and refining of Stevia plants, and allows pure Stevia sweetness components to be produced.

The value of the global sweetener market is currently estimated at USD 70 billion p.a., with sugar the dominant product. Within this market, Stevia-based sweeteners are the fastest growing segment, with demand driven in part because Stevia extracts have 200-300 times the sweetness of sugar, but also because of increasing consumer demand for health, wellness, and performance products that are low-carbohydrate and low-sugar. By enabling the introduction of new sweetener products with compelling health, taste and other benefits for consumers, pure fermentation-derived Stevia components can potentially take an important part of the overall sweetener market.

In addition to Stevia, Evolva will obtain full ownership of certain additional development-stage compounds with relevance in cardiovascular health and other nutrition sectors. Clinical nutrition trials have been conducted on selected compounds.

Under the terms of the proposed merger, Evolva will acquire 100% of the share capital of Abunda in return for 25 million Evolva shares (12.9% of Evolva’s share capital post transaction, fully diluted). If certain value-creating milestones are achieved in the 19 months after closing, Abunda shareholders are entitled to receive up to an additional 12 million shares and, for three years afterward, a low-teen percentage share of cash returns from the Abunda assets.

Abunda brings sufficient cash for the development of its product portfolio through year-end 2012, and the transaction would not affect Evolva’s cash runway. As a result of internalising a currently external program the transaction would increase Evolva’s expected 2011 cash outflow from operations and investments from CHF 20m to CHF 22m (2010: CHF 18.1m) and result in a modest decrease in 2011 revenues. These would be offset by an increase in cash on Evolva’s balance sheet upon completion of the transaction. There would also be non-cash charges to Evolva’s 2011 income statement reflecting current Abunda option plans.

The terms of the transaction have been approved by the Boards of both companies. The transaction is subject to approval of the required capital increase by Evolva’s shareholders and is expected to close in late Q2 or early Q3 2011.