Deals & Cases

Homburger advises Nice & Green SA on the renegotiation of its investment in an equity-linked convertible notes debt instrument issued by Evolva Holding SA

On June 26, 2023, Evolva Holding SA announced that it had entered into a new agreement with Nice & Green SA (N&G) to replace an existing equity-linked debt instrument issued by Evolva consisting of convertible notes issued in several tranches to be drawn against issuance of convertible notes.

The new agreement now signed by Evolva and N&G is expected to secure Evolva’s cash needs until the end of 2023, thereby allowing Evolva an orderly review of strategic alternatives. It consists of a financing line in the amount of up to CHF 12 m of which CHF 5.25 m can be drawn in 2023; additional drawings of up to 2.75 m in 2023 are subject to, among other things, N&G’s ability to sell a certain volume of Evolva shares in the market. From January 1, 2024 onward, any further drawdown of the maximum commitment will be subject to additional conditions, in particular a minimum market capitalization threshold of Evolva of CHF 25 m and N&G may terminate the agreement and request repayment in cash of any unconverted notes (stretched over five years on a quarterly pro rata basis) if such minimum market cap threshold is not met.

All newly issued or existing convertible notes are still mandatorily convertible into equity at the discretion of N&G within a period of 24 months after their issuance or the date of the new agreement, respectively, with an unchanged conversion rate of 95% of the lowest volume-weighted average price during the six trading days preceding the conversion date.

Based in Nyon, Switzerland, N&G is a private company which specializes in financing solutions tailored to the requirements of listed growth companies in the biotech and cleantech industries.

Homburger acts as legal advisor to N&G in connection with the transaction. The Homburger team included Frank Gerhard, Timo Hasler and Romain Fakhoury (all Corporate / M&A and Capital Markets).