Expands product portfolio and strengthens stevia franchise
Evolva Holding SA (SIX: EVE) has agreed to acquire San Diego-based Allylix, Inc., a privately held yeast fermentation company with a focus on high-value ingredients, in an all-stock transaction. The acquisition will immediately expand Evolva’s product and IP portfolio and enhance the competitiveness of Evolva’s stevia products. Evolva will acquire Allylix in return for an overall consideration of 46 million newly-issued Evolva shares (c. 14.1 percent of Evolva post transaction). Cargill (Evolva’s partner on its stevia program) will invest USD 4 million in Evolva shares in support of the transaction.The transaction is expected to close by mid-December 2014.
Evolva CEO,Neil Goldsmith said, “Allylix has developed a product line that is uniquely complementary to Evolva’s, starting with nootkatone and valencene. Furthermore, its technical expertise and IP suite will give us additional competitive advantages in the global stevia market. Since both companies are focused on the production and sale of high value ingredients made from yeast, there are significant synergies at all stages of R&D, manufacturing and marketing. The combination creates a true powerhouse in yeast based fermentation technologies.”
Carolyn Fritz, Allylix’s CEO added, “Since our founding in 2004, Allylix has established a world-class R&D team in yeast metabolic engineering, scaled our processes to full industrial production, and commercialised two products. We have built a leading patent position on producing terpenes by fermentation, which has attracted interest from leading stevia players. We see Evolva and their partner Cargill as the best placed to achieve significant commercial success in fermentation-derived stevia.”
Under the terms of the agreement, Evolva will acquire 100 percent of the share capital of Allylix in return for an overall consideration of 46 million shares from Evolva’s authorised capital (16.5 percent of Evolva’s issued share capital before the transaction, 14.1 percent post-transaction). Part of these shares, currently estimated at approximately six million shares, will be sold over a period of time after closing, to offset certain liabilities and transaction expenses of Allylix. Further, 2.3 million shares will be held back for 18 months after closing to secure potential indemnification obligations of Allylix’s security holders under the agreement.
All other shares will be allocated to the Allylix security holders and 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. Evolva expects the newly created shares to be admitted to trading on the SIX Swiss Exchange by mid-December 2014. The terms of the transaction have been approved by the boards of both companies. The transaction is subject to listing of the new shares on the SIX Swiss Exchange. Upon completion of this transaction, Allylix will become a wholly owned subsidiary of Evolva.