OpGen, Inc. (Nasdaq: OPGN, “
OpGen”), a precision
medicine company harnessing the power of molecular diagnostics and
informatics to help combat infectious disease, and Curetis N.V.
(Euronext: CURE, “
Curetis”), a developer of
next-level molecular diagnostic solutions, today announced the
entry into a definitive agreement to combine the two companies’
businesses, subject to approval by both companies’ respective
shareholders and Curetis’ debt financing providers. The transaction
is structured as an acquisition by OpGen of Curetis GmbH, a
wholly-owned subsidiary of Curetis which owns all of the Curetis
Group business. The combination will create a transatlantic,
U.S.-headquartered and Nasdaq-listed company with an innovative
commercial-stage molecular diagnostics and bioinformatics franchise
and a strong pipeline focusing on infectious diseases and
antimicrobial resistance (AMR).
Following the closing, the combined company's
U.S. headquarters will be in Gaithersburg, MD, while the company’s
European operations will be run from Holzgerlingen, Germany. Ares
Genetics GmbH (“Ares Genetics”), a subsidiary of
Curetis GmbH, will continue its bioinformatics and NGS service
laboratory operations in Vienna, Austria.
The combined companies will have a broad
commercial-stage diagnostics portfolio of CE-IVD-marked and US-FDA
cleared products and platforms, as well as a proprietary NGS-based
and AI-powered technology and knowledgebase for the rapid molecular
prediction of AMR. The initial two main focuses for the company
will be (a) rapid diagnostics for lower respiratory infection and
urinary tract infection and (b) bioinformatics and NGS services for
AMR prediction by Ares Genetics as well as bioinformatics services
based on the Acuitas Lighthouse® AMR knowledgebase by OpGen. Key
elements of the combined company’s strategy include: continuing to
gain regulatory clearances and approvals and establish a market
position for proprietary molecular diagnostic tests and platforms,
capitalize on unique technology platforms, leverage global
commercial capabilities and partnerings, pursue development
collaborations, and capitalize on the financial leverage and
operational and research synergies to improve return on capital and
achieve future profitability.
“We are convinced that the combination of OpGen
and Curetis will help maximize value for our stockholders and will
result in an organization with a robust pipeline of molecular
diagnostic and bioinformatics products, significant management
experience, and proprietary assets for developing and
commercializing novel data-driven solutions in infectious disease
diagnostics,” said Evan Jones, Chairman and CEO of OpGen.
“This transaction will allow Curetis to access
U.S. capital markets, which we believe is essential to accelerate
the development of our proprietary molecular diagnostic platforms
and solutions for microbiology,” said Oliver Schacht, CEO of
Curetis. Mr. Schacht continued, “It also strengthens our management
team and financial position, allows us to leverage OpGen´s existing
U.S. public company infrastructure, and adds complementary assets
to our product development portfolio.”
"We believe that this transaction has the
potential to create substantial synergies and will enable the
combined entity to further strengthen its molecular microbiology
diagnostics pipeline and assets," said William Rhodes, Chairman of
Curetis' Supervisory Board. "Our goal is to create a broader
transatlantic business, allowing us to execute on a growth strategy
in molecular microbiology based on cutting-edge innovation."
The implementation agreement has been approved
by both companies’ Boards of Directors. Curetis will seek approval
from its shareholders at an extraordinary general meeting and OpGen
will seek approval from its stockholders at a special meeting. It
is expected that both meetings will be scheduled for the late
fourth quarter of this year. Subject to receipt of shareholder
approvals and satisfaction of other closing conditions, as detailed
below, the transaction is expected to close by early 2020.
Upon completion of the transaction, the combined
company’s Board of Directors will be chaired by William Rhodes,
currently the Chairman of the Curetis Supervisory Board, and will
initially consist of four representatives named by Curetis and two
by OpGen. Evan Jones, the current Chairman, President and Chief
Executive Officer of OpGen, will join the combined company’s Board
of Directors in a non-executive role. The senior management team of
the combined company will consist of Oliver Schacht, Ph.D.,
currently the Chief Executive Officer of Curetis, as the combined
company’s CEO, and Timothy C. Dec, currently the Chief Financial
Officer of OpGen, as the CFO of the combined company, and
additional representatives from the two companies.
H.C. Wainwright & Co., LLC and Crosstree Capital LLC acted
as financial advisors to Curetis and OpGen, respectively.
Linklaters LLP and Ballard Spahr LLP acted as legal advisors to
Curetis and OpGen, respectively.
Details of the Transaction
Form of the Transaction
Under the terms of the implementation agreement,
OpGen proposes to acquire 100% of the shares of Curetis GmbH from
Curetis N.V., thereby acquiring all of Curetis GmbH’s assets and
liabilities, including the Curetis name. Curetis GmbH owns
substantially all of the assets, liabilities and contractual
obligations of the Curetis Group, including its subsidiaries
Curetis USA Inc. and Ares Genetics GmbH. Upon Closing (as defined
below), Curetis GmbH will be a wholly-owned subsidiary of
OpGen.
Post-Closing Ownership Allocations
At the closing of the transaction (the
“Closing”), Curetis N.V. will be entitled to
receive 2,662,564 new shares of common stock of OpGen (less the
number of shares to be reserved for issuance to current holders of
options, phantom stock and convertible debt securities issued by
Curetis N.V.), reflecting a valuation of the combined business of
roughly $24 million.
As of September 3, 2019, these 2,662,564 new
shares would represent approximately 72.5% of the outstanding
equity of OpGen (on a fully diluted basis), and current equity
holders of OpGen (including option holders and warrant holders)
would hold approximately 27.5% of the equity of OpGen (on a fully
diluted basis). The respective equity holdings upon Closing will be
subject to any dilutive issuance of securities by OpGen between the
date hereof and the date of Closing.
Subject to shareholder approval, Curetis intends
to distribute to its shareholders, to the maximum extent permitted
by law, the new OpGen shares it will receive at Closing in
connection with the transaction.
Stockholder Approvals
As soon as reasonably practicable following and
subject to availability of all required information including
required financial statements, OpGen will file a registration
statement on Form S-4, which will include a proxy statement for the
OpGen stockholders (the “Form S-4”). OpGen expects
to call a special meeting of its stockholders to be held as soon as
practicable after the finalization and effectiveness of the Form
S-4. Curetis expects to call an extraordinary general meeting of
its shareholders on the same date as the OpGen special meeting.
Conditions to Closing
The Closing is subject to (i) the satisfaction
of customary conditions to closing for a transaction of this type,
including the absence of a material adverse event for either party,
(ii) for each of OpGen and Curetis, appropriate approvals by their
respective shareholders, (iii) for Curetis, consents from certain
debt financing providers, (iv) the Form S-4 having been declared
effective by the U.S. Securities and Exchange Commission, (v) the
new shares of OpGen’s common stock to be issued (or reserved for
issuance) in connection with the transaction having been approved
for listing on Nasdaq and (vi) OpGen having secured additional
funding prior to Closing.
Conference Call Wednesday, September 4,
at 9:00 am Eastern Time / 03:00 pm Central European
Time
OpGen and Curetis will jointly host a conference
call today, September 4, 2019 at 9:00 am ET / 3 pm CET to discuss
the planned combination and their businesses.
For participating in the conference call, please
access the presentation at:
https://webcasts.eqs.com/curetis20190903/no-audio
To access the call, please dial the following
numbers:
Belgium: |
+32 24 01 95
16 |
Germany: |
+49 69 20 17 44 220 |
The Netherlands: |
+31 20 71 68 020 |
UK: |
+44 203 009 2470 |
US: |
+1 877 423 0830 |
When instructed, please use the passcode
51444642#
For further international dial-in numbers,
please open the following
link:http://events.arkadin.com/ev/docs/International%20Access%20Numbers_%20UKFELBRI1_SU7.pdf
The conference webcast can be accessed after
completion of the call at:
- Curetis Website: https://curetis.com/investors/
- OpGen Website: http://ir.opgen.com/
About OpGen
OpGen, Inc. is a precision medicine company
harnessing the power of molecular diagnostics and informatics to
help combat infectious disease. We are developing molecular
information products and services for global healthcare settings,
helping to guide clinicians with more rapid and actionable
information about life threatening infections, improve patient
outcomes, and decrease the spread of infections caused by
multidrug-resistant microorganisms, or MDROs.
Our molecular diagnostics and informatics
products, product candidates and services combine our Acuitas
molecular diagnostics and Acuitas Lighthouse informatics platform
for use with our proprietary, curated MDRO knowledgebase. We are
working to deliver our products and services, some in development,
to a global network of customers and partners. The Acuitas AMR Gene
Panel (RUO) is intended for Research Use Only and is not for use in
diagnostic procedures. The Acuitas Lighthouse Software is not
distributed commercially for antibiotic resistance prediction and
is not for use in diagnostic procedures. For more information,
please visit www.opgen.com.
OpGen, Acuitas, and Acuitas Lighthouse are
registered trademarks of OpGen, Inc.
About Curetis
Curetis N.V.’s (Euronext: CURE) goal is to
become a leading provider of innovative solutions for molecular
microbiology diagnostics designed to address the global challenge
of detecting severe infectious diseases and identifying antibiotic
resistances in hospitalized patients.
Curetis’ Unyvero System is a versatile, fast and
highly automated molecular diagnostic platform for easy-to-use,
cartridge-based solutions for the comprehensive and rapid detection
of pathogens and antimicrobial resistance markers in a range of
severe infectious disease indications. Results are available within
hours, a process that can take days or even weeks if performed with
standard diagnostic procedures, thereby facilitating improved
patient outcomes, stringent antibiotic stewardship and
health-economic benefits. Unyvero in vitro diagnostic (IVD)
products are marketed in Europe, the Middle East, Asia and the
U.S.
Curetis’ wholly owned subsidiary Ares Genetics
GmbH is developing next-generation solutions for infectious disease
diagnostics and therapeutics. The ARES Technology Platform combines
the presumably most comprehensive database worldwide on the
genetics of antimicrobial resistances, ARESdb, with advanced
bioinformatics and artificial intelligence.
For further information, please visit
www.curetis.com and www.ares-genetics.com.
Legal Disclaimer
The information contained in this press release
has been carefully prepared. However, Curetis bears and assumes no
liability of whatever kind for the correctness and completeness of
the information provided herein. Curetis does not assume an
obligation of whatever kind to update or correct information
contained in this press release whether as a result of new
information, future events or for other reasons, except as may be
required by law.
This press release includes statements that are,
or may be deemed to be, “forward-looking statements”. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes”,
“estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, or
“should”, and include statements Curetis makes concerning the
intended results of its strategy. By their nature, forward-looking
statements involve risks and uncertainties and readers are
cautioned that any such forward-looking statements are not
guarantees of future performance. Curetis’ actual results may
differ materially from those predicted by the forward-looking
statements. Curetis undertakes no obligation to publicly update or
revise forward-looking statements, except as may be required by
law.
Forward-Looking Statements – OpGen,
Inc
This press release includes statements relating
to the proposed business combination between OpGen and Curetis.
These statements and other statements regarding OpGen’s and the
combined company’s future plans constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, and
are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. Such statements are subject to risks and uncertainties that
are often difficult to predict, are beyond OpGen’s control, and
which may cause results to differ materially from expectations.
Factors that could cause results to differ materially from those
described include, but are not limited to, our ability to
successfully and timely seek approval of, and obtain approval of
our stockholders for the transaction, satisfy the closing
conditions under the implementation agreement, successfully combine
the businesses of OpGen and Curetis, comply with the complexities
of a global business, achieve the synergies we expect and
successfully implement the combined company’s strategic and
business goals and objectives. For a discussion of the most
significant risks and uncertainties associated with OpGen's
business, please review our filings with the SEC. You are cautioned
not to place undue reliance on these forward-looking statements,
which are based on our expectations as of the date of this press
release and speak only as of the date of this press release. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
OpGen Contacts:
Michael Farmer Vice President, Marketing (240) 813-1284
mfarmer@opgen.com
InvestorRelations@opgen.com
OpGen Press Contact: Matthew Bretzius
FischTank Marketing and PR
matt@fischtankpr.com
OpGen Investor Contact: Joe Green Edison
Group jgreen@edisongroup.com
Curetis Contacts:
Curetis N.V.Max-Eyth-Str.
4271088 Holzgerlingen, GermanyTel. +49 7031
49195-10pr@curetis.com or
ir@curetis.com
www.curetis.com
Curetis International Media &
Investor InquiriesakampionDr. Ludger Wess / Ines-Regina
Buth Managing Partners
info@akampion.com
Tel. +49 40 88 16 59 64Tel. +49 30 23 63 27
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