Evolva, a Swiss-based producer of natural flavors and fragrances through precision fermentation, has signed a share purchase agreement (SPA) with Danstar Ferment AG, a Swiss affiliate of Lallemand Inc., a developer of microorganisms for natural fermentation, to acquire 100% of the shares of Evolva AG, including all of its business operations. Completion of the transaction is subject to customary conditions, including shareholder approval.

The purchase price is set at CHF 20 million (~USD 23.5 million), subject to customary post-closing adjustments, with a potential earn-out of up to CHF 10 million (~USD 12 million) based on the achievement of certain product-related sales targets over the next 18 months.

The net proceeds from the transaction will be distributed to Evolva Holding SA shareholders after satisfying all creditors' claims and the expiration of the warranty periods outlined in the SPA. The company's liquidation is anticipated to be completed in Q1 2026.

Facing funding uncertainties, Evolva's board of directors initiated a strategic review in June 2023, deciding that the company could no longer operate independently. An extraordinary general meeting (EGM) will be held to approve the transaction and delisting from the SIX Swiss Exchange. If shareholders approve, the delisting of Evolva Holding SA's shares is expected to occur within the customary six to 12 months following the EGM.