EvoNext Holdings SA: EGM invitation and final steps towards combination with Ascend Sport Technology AG

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

EvoNext Holdings SA takes final steps towards combination with Ascend Sport Technology: EGM invitation, proposed Board of Directors and tax rulings

Reinach, Switzerland, 12 November 2026 – EvoNext Holdings SA (SIX: EVE) today published the invitation to its Extraordinary General Meeting (“EGM”) on 3 December 2026 to approve the reverse takeover merger with Ascend Sport Technology AG. EvoNext plans to launch the bookbuilding for a proposed placement of shares on 7 December 2026 at an indicative price range of CHF 2.25 to CHF 2.75 per share (the “Offering”). Additionally, EvoNext has obtained positive feedback on tax rulings from Basel-Land and Lucerne regarding the use of the Company's tax loss carryforwards. Proposed majority-independent Board of Directors with extensive industry and capital markets expertise

• EvoNext Holdings SA (SIX: EVE) today published the invitation to the Extraordinary General Meeting on 3 December 2026 to approve the reverse takeover merger with Ascend Sport Technology AG as well as related capital measures
• EvoNext expects to launch the bookbuilding for the Offering on 7 December 2026 at a proposed price range of CHF 2.25 to CHF 2.75 per share; the Offering, incl. a 10% greenshoe, totals up to CHF 220 million, targets a free float of approximately 40% and comprises predominantly secondary shares and a smaller primary issuance to support future growth initiatives
• Positive feedback on tax rulings from Basel-Land and Lucerne regarding the use of the Company's tax loss carryforwards, with the federal ruling pending
• New, majority-independent Board of Directors proposed for election, bringing in-depth and relevant industry, strategic and capital markets experience
• Ascend is a Swiss sports technology holding company, bringing together complementary businesses in an ecosystem across the sports technology value chain and forming a leading global platform with AI-enabled monetization capabilities. Ascend serves over 100 rightsholders and more than 500 brands and broadcasters in over 20 countries

EvoNext Holdings SA (SIX: EVE) today published the invitation to an Extraordinary General Meeting and takes the next steps towards a combination with Ascend Sport Technology AG with strong momentum.

Following the announcements of a transaction agreement on 12 October 2026 and of the merger agreement on 2 November 2026, EvoNext and Ascend intend to implement the combination by way of merger by absorption under the Swiss Merger Act, with EvoNext continuing as surviving company (the "Merger"). Subject to the approval of both companies' general meetings, the Merger will lead to the formation of a listed Swiss sports technology company to operate under the name of Ascend Sport Technology AG and remain listed on SIX Swiss Exchange.

The Offering is conditional upon approval of the Merger and the capital measures by the EGM of EvoNext and by the General Meeting of Ascend, and upon registration of the Merger in the commercial register.

In addition, EvoNext has obtained positive feedback on tax rulings from Basel-Land and Lucerne regarding the use of EvoNext's tax loss carryforward, with federal ruling still pending. Subject to the applicable conditions, these carryforwards may be available to the combined company and represent an additional element of value for its shareholders.

Offering at a proposed price range of CHF 2.25 to CH 2.75 per share

Following the completion of the ongoing investor pre-marketing, EvoNext plans to publish the offering prospectus and launch the bookbuilding for the Offering on 7 December 2026, at an indicative price range of CHF 2.25 to CHF 2.75 per share.

The offering is expected to consist of 72,000,000 secondary shares (excluding the greenshoe shares), to create an attractive free float and establish a diversified institutional shareholder base, and a smaller primary issuance of 8,000,000 new shares to support future growth initiatives. Including the potential exercise of the greenshoe option of up to 8,000,000 secondary shares, the Offering is expected thus to amount to up to CHF 220 million and result in a free float of approximately 40%.

The final Offering Price is expected to be announced on or around 11 December 2026, Settlement of the Offering is expected to be on 15 December 2026.

The current Ascend shareholders, members of management and members of the Board of Directors of the combined company, as well as certain EvoNext shareholders, will be subject to lock-up arrangements subject to customary exceptions. Fifty percent of the relevant shares will be subject to a 12-month lock-up period following completion of the transaction, with the remaining fifty percent subject to a 24-month lock-up period. Customary orderly market provisions will be in place.

UBS is acting as Sole Global Coordinator and Joint Bookrunner, Zürcher Kantonalbank as Joint Bookrunner, COMMERZBANK (in cooperation with ODDO BHF) as Co-Manager and Octavian as Selling Agent.

Gianluca Ferrari, Chairman of the Board of Directors of EvoNext, said: "Today marks an important milestone for EvoNext shareholders. We look forward to working with Bernard and Daniël Bernard de Roos to make this transaction a success for long-term shareholders. As the founder of Clearway Capital, the largest shareholder of EvoNext, we look forward to being long-term partners to Ascend as it embarks on its journey as a publicly traded company."

Ascend: the premium platform for the global sports technology market

Ascend is a Swiss sports technology holding company, bringing together complementary businesses across the sports technology value chain and forming a leading global platform with AI-enabled monetization capabilities. Ascend's businesses serve over 100 rightsholders, including sports leagues, clubs and federations such as FIFA and UEFA, as well as more than 500 brands and broadcasters across over 20 countries and over 500 global advertisers. They are present in over 12 active top leagues worldwide, including the top five European leagues. 19 of Europe's top 30 clubs count among the clients and to date over 10,000 matches have been supported by Ascend's technology.

Ascend generated net revenues of ca. CHF 44 million for the Full Year 25/26 and EBITDA of ca. CHF 25 million – resulting in an attractive EBITDA margin of 57%.[1] The Company’s fiscal year starts on 1 July and ends on 30 June.

New Board of Directors

Upon registration of the Merger, the existing Board of Directors of EvoNext will resign and shareholders will elect a new Board of Directors with the majority of the proposed members being independent directors. The following candidates are proposed for election, bringing in-depth and relevant industry, strategic and capital markets experience to the combined company:

Daniël Bernard de Roos, proposed Chair, co-founded Ascend in 2011 and has chaired the board since 2016. He is Chief Growth Officer of the portfolio companies and previously worked at Morgan Stanley. He holds a bachelor’s degree in Business Administration and a master’s degree in Strategy and International Management from the University of St Gallen.

Drs. Bernardus de Roos, proposed member, co-founded Ascend in 2011 and leads the Ascend portfolio companies as CEO. He was previously Managing Director of T.E.A.M. Marketing, where he helped develop the commercial model for the UEFA Champions League. He subsequently worked, e.g., on the acquisition of German Bundesliga broadcast rights at Arena Sport Rechte und Marketing.

André Rüegg, proposed member, has extensive experience in asset management, corporate strategy and the governance of publicly listed companies. He was CEO of Bellevue Group, a Swiss-listed financial services company, after having served as CEO of Bellevue Asset Management. Before joining Bellevue, André spent 14 years at Julius Bär, where he built and led its global asset management distribution business and served on the extended Executive Board.

Abhik Das, proposed member, is a New York-based Partner at Three Hills, a private equity firm. He was previously Head of Private Credit at Golding Capital Partners and worked in investment banking and private markets in London. His experience spans corporate finance, public and private markets investing, and risk management.

Gregor Greber, proposed member, is an experienced Swiss investor and entrepreneur with a strong background in capital markets and strategic investments. He was a founder of zCapital and Veraison Capital and has held various board positions in listed and privately held companies, including Calida Group and R&S Group. He has extensive experience in corporate transformations, capital markets transactions and active ownership. Gregor is currently a board member of Centiel SA and CHELS Ltd.

Michael Frank, proposed member, brings extensive experience in media sales, advertising and commercial development across television, radio, print, online media and both traditional and digital out-of-home advertising. He held various executive roles at Goldbach, including CEO of Goldbach Media and Goldbach Group, and continued to serve on Goldbach Media’s Board since stepping down as Group CEO. Earlier in his career, he was Managing Director of Belcom, where he oversaw Radio 24, TeleZüri and Tele24.

Kathryn Lynn Carter, proposed member, is the former CEO of LA28, the organising committee for the Los Angeles 2028 Olympic and Paralympic Games. She previously served as President of Soccer United Marketing, Major League Soccer’s commercial arm. She has more than 30 years’ experience in sports business, sponsorship and commercial partnerships.

Expected timetable

The expected timetable with key steps ahead includes:

• 3 December 2026 EGM of EvoNext; General Meeting of Ascend
• 7 December 2026 Publication of prospectus and start of bookbuilding
• 10 December 2026 End of bookbuilding
• 11 December 2026 Announcement of the Offering Price; completion of the Merger and the capital measures
• 14 December 2026 First trading day on SIX Swiss Exchange

Agenda items for the EvoNext EGM on 3 December 2026

The invitation to the Extraordinary General Meeting (EGM) of EvoNext to approve the Merger was published today. The EGM will be held Thursday, 3 December 2026 at 10.00 a.m. CET at the Offices of Pestalozzi Attorneys at Law Ltd, Feldeggstrasse 4, 8008 Zurich, Switzerland.

The Board of Directors of EvoNext Holdings SA proposes as main agenda items regarding:

• Reverse takeover merger with Ascend Sport Technology AG
  • Approval of the merger agreement
  • Approval of the Merger by absorption, with EvoNext as surviving company
  • Exchange ratio of 1.5611731979 EvoNext shares per Ascend share
• Capital measures
  • Capital reduction by way of nominal value decrease to CHF 0.006 per share followed by capital increases, i.a. for the issuance of:
    • 199'999'978 merger consideration shares
    • 8'000'000 primary placement shares by way of a cash capital increase
  • Share placement of up to CHF 220 million, comprising a primary and secondary placement with the goal of creating an appropriate free float
• Further amendments to the Articles of Association in connection with the implementation of the transaction, including a renewal of the resolution on the existing Opting-out
• Board of Directors
  • Resignation of the existing Board upon registration of the Merger
  • Election of a new Board (see above)
• Company name and purpose
  • Change company name to Ascend Sport Technology AG and alignment of the Company's purpose with the future business activities of the combined entity

The Board of Directors of EvoNext is convinced that the Transaction is in the best interests of the Company and its shareholders and provides the basis for long-term operational development and value creation. They unanimously recommend that shareholders approve the Transaction.

The General Meeting of Ascend is also expected to resolve on the approval of the merger agreement and the Merger on 3 December 2026.

The Merger and of the capital measures are expected to be completed on 11 December 2026. EvoNext will inform shareholders and the market of all material developments in due course.

Documentation

The invitation to the Extraordinary General Meeting with the proposed agenda item was published today in the Swiss Official Gazette of Commerce (SOGC). The Invitation is also available here.

^[1] 2025/2026 audit not yet completed

Contact EvoNext

investors@evonextholdings.com

Disclaimer

This publication constitutes neither an offer to sell nor a solicitation to buy securities of EvoNext Holdings SA and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. Any offer and listing of any securities in EvoNext Holdings SA (“Securities”) will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding any publicly offered Securities should only be made on the basis of such prospectus. The prospectus will be available free of charge from the accompanying bank.

This publication may contain specific forward-looking statements, e.g., statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" 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 EvoNext Holdings SA or Ascend Sport Technology AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. EvoNext Holdings SA assumes no responsibility to update forward-looking statements or to adapt them to future events or developments. Moreover, financial information contained in this publication may be preliminary and unaudited.

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