Reinach, Switzerland, 16 December 2014 – Evolva Holding SA (SIX: EVE), today announces the completion of the acquisition of Allylix, Inc., after which Allylix will be a wholly-owned subsidiary of Evolva. This acquisition was announced on 18 November 2014.
Evolva will acquire Allylix in return for an overall consideration of 46 million newly-issued Evolva shares (c. 14.1% of Evolva post transaction). Part of these shares, currently estimated at approx. 6 million shares, will be sold over a period of time after closing, to offset certain liabilities and transaction expenses of Allylix. Shares allocated to the Allylix security holders will be subject to a staggered lock-up, such that the shares will be released in twelve tranches of approx. 3 million shares each, during the first year after the closing of the transaction.
The SIX Swiss Exchange has approved the listing of the new Evolva shares and trading in the new shares on the Main Standard of SIX is expected to commence today. After this capital increase, the number of Evolva shares entered in the Commercial Register amounts to 325,780,937.
Evolva is a pioneer and global leader in sustainable, fermentation-based approaches to ingredients for health, wellness and nutrition. Evolva’s products include stevia, vanilla, saffron and resveratrol. As well as developing its own proprietary ingredients, Evolva also deploys its technology for partners, providing them with a competitive edge and sharing in the returns they make. For more information see www.evolva.com. Questions about our fermentation approach? Have a look at our video.
This press release does not constitute an offer or invitation to sell, or a solicitation of an offer to buy shares in Evolva Holding SA (the “Shares”) in any jurisdiction, nor shall it (or any part of it) or the fact of the listing of the new Shares, form the basis of, or be relied on in connection with, any contract therefore. This press release does not constitute (i) an offering prospectus, and no securities will be offered or sold directly or indirectly to any person or the public within the meaning of article 652a of the Swiss Code of Obligations, (ii) a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules, nor (iii) a prospectus within the meaning of the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the “Prospectus Directive”). This press release is only addressed to, and is only directed at, qualified investors in any member state of the European Economic Area within the meaning of the Prospectus Directive. In addition, the securities referenced herein have not been and are not intended to be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America absent registration under that act or an available exemption from registration requirements under that act. The listing prospectus dated 16 December 2014 is the sole and decisive document for the listing of the New Shares on the SIX Swiss Exchange. Copies of the Listing Prospectus are available free of charge at Evolva Holding SA, Duggingerstrasse 23, CH-4153 Reinach (telephone: +41 61 485 2006, facsimile: +41 61 485 2001, e-mail: firstname.lastname@example.org). This press release contains specific forward-looking statements, e.g. statements including terms like believe, assume, expect or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.