EvoNext Holdings SA and Ascend Sport Technology AG sign merger agreement

Merger structure and valuation

Following the statutory merger (merging of Ascend business against issuance of new EvoNext shares) EvoNext will conduct a share placement (the “Offering”) totaling up to CHF 220 million incl. a 10% greenshoe of secondary shares, targeting a free float of approximately 40%. The Offering is expected to consist predominantly of secondary shares to create an attractive free float and establish a diversified institutional shareholder base, complemented by a primary issuance to support Ascend's continued growth, strategic initiatives and general corporate purposes. The Offering price is expected to be CHF 2.50.

The former 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. 50% of the relevant shares will be subject to a 12-month lock-up period following completion of the transaction, with the remaining 50% subject to a 24-month lock-up period. Customary orderly market provisions will be in place.

Key figures and strategic guidance

Ascend is a Swiss sports technology holding company. The premium platform for the global sports technology market brings together complementary businesses across the sports technology value chain and forms 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. They are present in over 12 active top leagues worldwide – including the top five European leagues. 19 of Europe’s top 30 clubs are among their 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.

The Company’s medium-term target is to increase net revenues by 100% over a four-year period, reflecting the football tournament cycle. Growth will vary across the period due to major international competitions, which materially influence the timing of the revenue. Medium-term growth is supported by multiple structural drivers: increasing share of wallet with existing clients, new customer wins, expansion into new geographies, markets and sports, and continued adoption of its technology. For fiscal year 26/27 Ascend expects net revenue growth of ca. 10%, as the year marks the beginning of a new cycle with less revenue from international competitions.

In terms of profitability and over the medium term, the company aims for an EBITDA margin of ca. 50% driven by scale and an increasing contribution from higher margin Digital Overlay and marketplace revenues. For fiscal year 26/27 the Company expects EBITDA in line with 25/26 as a result of additional functions and costs required for a listed company.

The Company is headquartered in Lucerne and expects a stable tax rate going forward.

Net working capital in % of net revenues is expected to gradually decrease to ca. 30% in the medium-term from an expected range of 30-35% for fiscal year 26/27. In 25/26 the ratio was ca. 35%. The company expects capital expenditures in % of net revenues to gradually trend towards the mid-teens from an expected range of 20-24% in 26/27 after ca. 27% in 25/26. This reflects the lower capital intensity as the business scales, with absolute capex broadly in line with historical levels while leveraging hardware investments already made.

Currently, there is no dividend payout foreseen. The cash generated will be used to support organic growth, selective rights acquisition and a disciplined M&A strategy, focused on increasing market share as well as geographic and capability driven add-on acquisitions.

Extraordinary General Meeting of EvoNext and of Ascend will be held on 3 December 2026.

The resolutions on the Merger will become effective only once shareholders of both companies have approved the merger agreement.

EvoNext Holdings SA will publish the invitation to the Extraordinary General Meeting (EGM) at the latest on 12 November 2026 in the Swiss Official Gazette of Commerce (SOGC) and also on the EvoNext Website. The EGM will be held on Thursday, 3 December 2026, at 10.00 a.m. CET in Zurich.

The Board of Directors of EvoNext unanimously recommends that shareholders approve the transaction. EvoNext will inform shareholders and the market of any material new developments in due course.

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

Documentation relating to the merger, including the merger report, shareholder information and invites to the extraordinary general meetings is available to shareholders in accordance with applicable legal and regulatory requirements as announced today in the SOGC.

Contact for investors and media

EvoNext Holdings SA
investors@evonextholdings.com

susanne.muehlemann@lemongrass.agency
+41 79 223 70 81