Evolva Holding 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.
Cargill (Evolva’s partner on its stevia programme) will invest US $4m in Evolva shares in support of the transaction. The transaction is expected to close by mid-December 2014.
“Allylix has developed a product line that’s uniquely complementary to Evolva’s, starting with nootkatone and valencene,” said Evolva CEO,Neil Goldsmith. “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.”
Under the terms of the agreement, Evolva will acquire 100% of the share capital of Allylix in return for an overall consideration of 46 million shares from Evolva’s authorised capital (16.5% of Evolva’s issued share capital before the transaction, 14.1% 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 12 tranches of approximately three 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.
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