PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR

Evolva publishes IFRS annual report 2024

Reinach, Switzerland, 21 February 2025 — Evolva Holding SA (SIX: EVE) today published the consolidated IFRS annual financial statements 2024 in accordance with applicable stock exchange regulations.

As regards the full-year 2024 financial report,

(i) during 2024,

• The operating expenses incurred until the decision of the AGM in April 2024 to revoke the liquidation have been recorded against the liquidation cost accruals;
• The remaining accruals for the liquidation of the company were consequently released in April 2024, resulting in a credit on operating expenses and a positive net profit of CHF 1.044 million for the period;
• As previously announced, the purchase price for the divested operating business of Evolva AG was set at CHF 20 million, subject to upward or downward adjustments depending on certain post-signing / completion adjustments. The purchase price adjustment was completed by positive (upward) adjustments (i.e. purchase price increase) of CHF 1.929 million in March 2024 (recorded in 2023 accounts) and a further CHF 188’000 which were recorded in April 2024;
• In addition, Evolva Holding SA and Danstar Ferment AG had entered into an earn-out agreement providing for additional future contingent purchase price payments of up to CHF 10 million, depending on the achievement of certain product-based sales targets;

The agreed sales floor of CHF 17.5 million for the first earn-out period (2024) was not reached and therefore no earn-out payment for 2024 can be expected;

(ii) on 31 December 2024,

• Evolva Holding SA had a cash balance of CHF 6.8 million and short-term receivables of CHF 0.8 million, mainly consisting of CHF 0.6 million in an escrow account which will be released depending on the outcome of a legal case that was transferred as part of the sale of Evolva AG to Danstar Ferment AG;
• Accrued and other current and non-current liabilities of CHF 0.9 million include a reserve taken for the above-mentioned legal case in the amount of CHF 0.6 million;
• The equity balance stands at CHF 6.6 million.

Since the AGM 2024 and in accordance with the AGM resolutions, the Board of Directors of Evolva Holding AG has been exploring potential market opportunities in the area of public mergers and acquisitions, in particular so-called "reverse takeovers” as an alternative to a liquidation. In this process, the Board has evaluated close to a dozen candidates in order to identify a target for a potential transaction that would create the most value for the company’s shareholders.

Currently, there is no project ready to be announced. Whilst the board is further exploring such alternative, there can be no assurance that an agreement for a reverse takeover transaction can and will be signed.

 
Documentation
The consolidated annual financial statements 2024 are available under this link.

Contact Evolva
Doris Rudischhauser
Investor Relations and Corporate Communications
+41 79 410 81 88
investors@evolvaholding.com

Disclaimer
This announcement is not an offer of securities into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, in the United States, except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States. Further, the securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan or under the applicable securities laws of any other jurisdiction where to do so might constitute a violation of such laws.             
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.