Evolva Holding in liquidation SA publishes liquidation interim financial statements and agenda for 2024 annual general meeting; reports positive purchase price adjustment of CHF 1,929,000 under SPA; g
Evolva Holding SA / Key word(s): AGMEGM PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR Reinach, Switzerland, 22 March 2024 — Evolva Holding SA in liquidation (SIX: EVE) announced on 28 December 2023 the closing of the sale of 100% of the shares in Evolva AG (including its subsidiaries) to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc. Today, the company published the first liquidation interim financial statements (as of 31 December 2023) and the agenda for the annual general meeting (AGM) to be held on 12 April 2024. Moreover, the company reports, under the share purchase agreement with Danstar Ferment AG, a positive (upward) adjustment of the initial purchase price (set at CHF 20 million) by (at least) CHF 1,929,000. Finally, the company gives an update on the currently expected liquidation dividend. Liquidation interim financial statements (as of 31 December 2023)
Based on the developments in the last few months, the Board of Directors revises its estimate of the potential liquidation dividend previously communicated (see ad hoc announcement of 30 November 2023): Based on the information available to date, taking into account the liability and financial debt profile of the company and estimated future costs and expenses during the liquidation and assuming an orderly liquidation process (and excluding unforeseen events), the Board of Directors currently estimates the potential liquidation dividend to range between CHF 0.77 (assuming no earn-out target having been met and no further upside potential realized) and a theoretical maximum of CHF 2.26 (assuming full earn-out potential achieved and further upside potential fully realized). Agenda for 2024 AGM The Board of Directors has reviewed the request. It agrees with Nice & Green SA that a poten-tial reverse merger could represent a valid alternative to liquidation. The economic benefit of a liquidation is limited to a potential liquidation dividend. In contrast, in the case of a reverse merger, shareholders have the opportunity to participate in the upside of the new company. If the liquidation and the delisting resolutions are revoked and subsequently no concrete reverse merger transaction occurs, these resolutions can be passed at a later date. The downside would be the higher costs incurred (especially listing costs) and the delayed payment of any potential liquidation dividend compared to the current schedule. However, from the Board of Directors' perspective, given the associated opportunities, it is justified to optimize the conditions for a potential reverse merger/takeover. The Board of Directors recommends the approval of the first (AGM item 8.1) and – if the first item is approved by shareholders – also of the second (AGM item 8.2) proposed items by Nice & Green SA. Regarding the proposal to include an opting-out clause in the Articles (AGM item 8.3), since the Board of Directors has no knowledge of any specific transaction proposal, it has concluded that it cannot provide a positive recommendation and instead outlines the advantages and disadvantages. On the one hand, it is possible that an opting-out clause could make the Company more attractive to parties interested in a reverse merger/takeover. On the other hand, it should be considered that it generally exempts large investors from the obligation to make an offer for all the shares of company. It can be used not only for a reverse merger/takeover transaction but also in other situations, potentially to the detriment of the public shareholders. For example, it would also be possible for an investor to build a controlling voting position, take control of the Board of Directors, and then use the company's cash for transactions that do not create value for the public shareholders. An alternative to a general opting-out clause could be to submit a transaction-specific, so-called selective opting-out for approval by the general meeting at the time of a specific/concrete reverse merger/takeover project. For further information please refer to agenda item 8 of the invitation. Purchase Price Adjustment and Status of Escrow
The company now published today a positive (upward) adjustment of the initial purchase price (set at CHF 20 million) by CHF 1,929,000, and that the respective amount has been received. Evolva Holding SA and Danstar Ferment AG agreed to hold back an additional amount of CHF 195,000 based on the quality of certain raw materials. Depending on the outcome of the ongoing investigation, Danstar Ferment AG will pay this additional amount to the company (and the positive adjustment amount of CHF 1.929 million would in this case further increase by up to CHF 195,000). Of the CHF 2 million of the initial purchase pric e held in escrow, CHF 1.4 millon have been released to the company. The remaining CHF 600,000 continue to be held in escrow; their release will be contingent upon the outcome of a legal dispute between Evolva AG and a former distributor. Documentation The financial results’ documentation is available under this link.
Additional features: File: 240321 Evolva-Adhoc_AGM Invite Price Adjustment_final End of Inside Information |
Language: | English |
Company: | Evolva Holding SA |
Duggingerstrasse 23 | |
4153 Reinach | |
Switzerland | |
Phone: | +41 61 485 20 00 |
Internet: | www.evolva.com |
ISIN: | CH0021218067 |
Valor: | 2121806 |
Listed: | SIX Swiss Exchange |
EQS News ID: | 1864811 |
End of Announcement | EQS News Service |
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1864811 22-March-2024 CET/CEST