Evolva’s shareholders give green light for Lallemand to acquire financially challenged firm

22 Dec 2023 --- Evolva Holding SA, a leader in natural molecules and industrial biotech, held an extraordinary general meeting (EGM) on December 21, 2023, where its shareholders approved a series of critical proposals presented by the Board of Directors, including the sale of Evolva AG to Danstar Ferment AG, a Swiss affiliate of Lallemand.

The move comes after Evolva revoked its performance and projections for 2023 following negotiations with its financing partner Nice & Green. The negotiations and revocation were the results of a different interpretation of the company’s financing terms per the financier. 

The company was able to secure funding for the remainder of this year. However, it stated at the time that a strategic transaction would still be necessary.

Though it made significant partnerships, including a distribution agreement with Levhoss valued at CHF1.5 million (∼US$1.6 million) in October of this year and another with Breko in mid-November, the company signed a share purchase agreement for the sale and purchase of Evolva’s shares for CHF20 million (∼US$22.6 million), comprising all business operations on November 24.

“The Board of Directors regrets that, despite substantial operational improvements achieved over the last 20 months under the new management, the financing challenges made it impossible for Evolva to continue to develop its value potential as an independent stock-listed company,” says Stephan Schindler, chairman of Evolva Holding.The deal was approved by over 90% of shareholders in an EGM held yesterday.

“Given the dire alternative solutions, the transaction with Lallemand is by far the best option available for employees, partners, customers and the shareholders. We would like to thank the Evolva shareholders for their support in securing the future of Evolva AG’s operations.”

Evolva’s future
According to the company, the strategic move, which received a decisive majority vote of 90.83%, ensures Evolva’s future operations. 

The shareholders also greenlit the dissolution and liquidation of Evolva Holding SA, appointing two board members as liquidators. This decision paves the way for the delisting of Evolva Holding SA from the SIX Swiss Exchange, which is anticipated to take effect within 6–12 months.

Additionally, the shareholders backed the amendment and increase of the conditional capital for employees, shareholders and board members — crucial for settling existing contractual obligations under remuneration programs — with a majority vote of 77.24%.

Toward continued success
According to Evolva, the successful closure of this transaction — expected to be completed on December 28 — followed the fulfillment of all customary conditions, including shareholder approval and a tax ruling.

Furthermore, the EGM dismissed a proposal for a special investigation into the transaction’s purchase price, with an overwhelming 99.85% of votes against the motion.

Finally, the company says this series of approvals marks a pivotal moment for Evolva, positioning it for continued success under the new ownership of Lallemand’s affiliate while also reflecting the shareholders’ trust in the Board’s strategic direction for the company.

By William Bradford Nichols