Reinach, Switzerland, 5 April 2011 - Evolva Holding SA (SIX: EVE) announces today that it plans to acquire its R&D partner Abunda Nutrition, Inc.
Evolva and San Francisco-based Abunda have collaborated on the development of Abunda’s next-generation nutritional ingredients since 2009. One part of this collaboration, using Evolva’s proprietary technology, succeeded in making the key components of the natural high intensity sweetener Stevia via fermentation in yeast. This process bypasses the complex logistics associated with the traditional cultivation, processing and refining of Stevia plants, and allows pure Stevia sweetness components to be produced.
The value of the global sweetener market is currently estimated at USD 70 billion p.a., with sugar the dominant product. Within this market, Stevia-based sweeteners are the fastest growing segment, with demand driven in part because Stevia extracts have 200-300 times the sweetness of sugar, but also because of increasing consumer demand for health, wellness, and performance products that are low-carbohydrate and low-sugar. By enabling the introduction of new sweetener products with compelling health, taste and other benefits for consumers, pure fermentation-derived Stevia components can potentially take an important part of the overall sweetener market.
In addition to Stevia, Evolva will obtain full ownership of certain additional development-stage compounds with relevance in cardiovascular health and other nutrition sectors. Clinical nutrition trials have been conducted on selected compounds.
Under the terms of the proposed merger, Evolva will acquire 100% of the share capital of Abunda in return for 25 million Evolva shares (12.9% of Evolva’s share capital post transaction, fully diluted). If certain value-creating milestones are achieved in the 19 months after closing, Abunda shareholders are entitled to receive up to an additional 12 million shares and, for three years afterward, a low-teen percentage share of cash returns from the Abunda assets.
Abunda brings sufficient cash for the development of its product portfolio through year-end 2012, and the transaction would not affect Evolva’s cash runway. As a result of internalising a currently external program the transaction would increase Evolva’s expected 2011 cash outflow from operations and investments from CHF 20m to CHF 22m (2010: CHF 18.1m) and result in a modest decrease in 2011 revenues. These would be offset by an increase in cash on Evolva’s balance sheet upon completion of the transaction. There would also be non-cash charges to Evolva’s 2011 income statement reflecting current Abunda option plans.
The terms of the transaction have been approved by the Boards of both companies. The transaction is subject to approval of the required capital increase by Evolva’s shareholders and is expected to close in late Q2 or early Q3 2011.
Prof. Erich Schlick, MD, Chairman of Evolva’s Board of Directors: “We believe the combination with Abunda is strongly value-adding for our shareholders. Abunda brings a unique and highly synergistic combination of IP, a number of exciting product candidates and a highly experienced team with a successful track record in the nutrition industry. This transaction is in line with our strategy to maximise our innovative technology platform by discovering, developing and manufacturing high-value active ingredients to enable novel products for the pharmaceutical, consumer healthcare and nutrition markets.”
Neil Goldsmith, Chief Executive Officer of Evolva, said: “High-performance nutritional ingredients are becoming more valuable as both food and pharmaceutical companies seek better ways to deliver health benefits to consumers and patients around the world. We are excited by the commercial potential of the Stevia products we are developing together with Abunda and believe they create significant additional partnering opportunities for Evolva.
We intend to commercialise Stevia following our established business-to-business model and expect to actively enter collaborations with companies regarding manufacturing scale-up and commercialisation. We believe products containing pure, fermentation derived Stevia components should be widely available in the next few years and that these will deliver winning combinations of health, taste and value to consumers around the world.”
Simon Waddington, Ph.D., Chief Executive Officer of Abunda, said: “We are extremely pleased to be joining forces with our long-time partners. Combining the expertise of both companies will significantly accelerate the development of our novel, next-generation nutritional products.”
Stuart Strathdee, Ph.D. Abunda board member and former Tate & Lyle plc Executive Director, said: “Stevia has already captured the imagination of the world’s leading food and beverage companies because amongst other properties it has zero calories, does not trigger the problematic glycaemic response caused by ordinary white table sugar or cereal-based sweeteners such as high fructose corn syrup, and is 200-300 times sweeter than sugar. For food and beverage manufacturers, the availability of pure, fermentation-derived Stevia components and the ability to customise their blending should represent a leap forward in terms of the sweetener’s taste and economic attractiveness.”
Ganesh Kishore, Ph.D. Abunda scientific founder, board member and former President of Nutrition and Consumer Products Division of Monsanto, added: “Evolva is now exceptionally well positioned to tap into food and pharma industry interest in developing a whole new generation of product solutions for addressing the epidemic that is diabetes, obesity, and other maladies associated with metabolic syndrome, integrating dietary solutions with drug therapy.”
Prof. Jutta Heim, Ph.D., Chief Scientific Officer of Evolva, said: “We have collaborated very successfully with Abunda over the last two years in applying Evolva’s technologies to the production of Stevia ingredients by fermentation. Our teams know and work with each other very well, so we anticipate a straightforward and seamless integration with even greater success in the future. Over the next 12 – 18 months, our task on Stevia is to further improve the yield and transfer to the scale-up phase. We will also progress the wider nutrition portfolio together with the people joining us from Abunda.”
analyst conference call at 11.00am CET on 5 April 2011
Neil Goldsmith, CEO and Jakob Dynnes Hansen, CFO and Stuart Strathdee, Abunda board member will present the intended transaction in a conference call. The dial-in numbers:
+41 (0)91 610 5600 Switzerland / Continental Europe
+44 (0)203 059 5862 UK
+ 1 (1)866 291 4166 (USA – Toll-Free)
A replay option will be available one hour after the call. Pin code: 17901 followed by #.
+41 (0)91 612 4330 Switzerland / Continental Europe
+44 (0)207 108 6233 UK
+ 1 (1)866 416 2558 (USA – Toll-Free)
Evolva is an international, innovative synthetic biology company with a world-class research platform. Evolva strives to improve people’s lives by applying its technology and other resources to the discovery and development of new products and processes that benefit the health, well-being and financial economy of patients, consumers and partner companies around the world. Evolva uses biosynthetic and evolutionary technologies to artificially create and optimise small molecule compounds and their production routes. Our approach differs from that of the mainstream in the pharmaceutical and chemical industries. We have discovery partnerships ongoing both in pharma and in nutrition. In addition we have a pipeline of promising compounds aimed at infectious and cardio-renal indications.
For more information visit www.evolva.com.
Abunda Nutrition, Inc. is a San Francisco, California-based venture capital-backed company whose founders and directors are pioneers in the fields of health, wellness, nutrition and biotechnology. Abunda focuses on the discovery, development and commercialisation of nextgeneration food ingredients and product solutions, which leverage advanced food and nutrition science and validated clinical data to address global unmet needs in dietary management of health and wellness. Abunda’s investors include the Malaysian Life Sciences Capital Fund (MLSCF), a venture capital fund with USD150 million in committed capital and the Malaysian Technology Development Corporation (MTDC), a venture capital company under Khazanah Nasional Berhad (the investment holding arm of the Government of Malaysia). Both MLSCF and MTDC will become shareholders of Evolva upon consummation of the transaction.
Stevia is a leafy green plant (Stevia rebaudiana Bertoni). It belongs to a genus of about 240 species of herbs and shrubs that are part of the sunflower family (Asteraceae) that are native to subtropical and tropical regions from western North America to South America. The species Stevia rebaudiana, commonly known as sweetleaf, sweet leaf, sugarleaf, or simply Stevia, is widely grown around the world today and its sweet leaves are used in a variety of forms as a high-intensity sweetener. Stevia-based sweeteners are high-intensity sweeteners used today in dairy products, health drinks and carbonated and still beverages. With its steviol glycoside extracts having up to 300 times the sweetness of sugar, Stevia has garnered attention because of the rise in demand for low-carb, low-calorie, low-sugar food alternatives. Stevia does not raise blood glucose—meaning that the steviol glycosides responsible for Stevia’s sweet taste do not induce a glycaemic response when consumed—which makes it an appealing sweetener for individuals diagnosed with metabolic syndrome who have been advised to strictly adhere to a strict, carbohydrate-controlled diet. Fermentation-derived Stevia is a highly purified form of the Stevia sweetener produced through fermentation rather than by refining of extracts from cultivated Stevia leaves. Fermentation is commonly used to produce a variety of food products ranging from wine to cheese.
Neil Goldsmith, CEO Jakob Dynnes Hansen, CFO Paul Verbraeken, IR
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