Amsterdam, the Netherlands,
Holzgerlingen, Germany, and San Diego, CA, USA, January 27, 2020,
08:00 am CET / 02:00 am EDT - Curetis
N.V. (the "Company" and together with its
subsidiaries "Curetis"), a developer of next-level
molecular diagnostic solutions, today published the invitation to
its Extraordinary General Meeting (EGM). The invitation follows the
notice of effectiveness of the OpGen, Inc. S-4 filing received from
the SEC on January 23, 2020.
Curetis N.V. will hold the EGM on Tuesday, March
10, 2020, at Steigenberger Airport Hotel, Stationsplein Zuid - West
951, 1117 CE Schiphol - Oost/Amsterdam, the Netherlands. The
meeting is scheduled to commence at 01:00pm CET; local registration
starts at 12:30pm CET.
In addition, Curetis N.V. will be offering
electronic pre-voting from Wednesday, February 12, 2020, at 08:00am
CET to Tuesday, March 3, 2020, 05:30pm CET at
www.abnamro.com/evoting.
A copy of the convening notice for the EGM,
including a description of the formalities to participate in the
EGM, and a shareholder circular explaining the proposed resolutions
of the EGM in more detail, are available at
https://curetis.com/investors/#corporate-governance.
Primary resolutions on the agenda of the EGM
relate to the Implementation Agreement (the "Implementation
Agreement") with OpGen and Crystal GmbH, a wholly-owned subsidiary
of OpGen incorporated in Germany, which was announced September 4,
2019. Under the Implementation Agreement, the Company and OpGen
have agreed on the terms of the Transaction (the "Transaction")
under which Curetis GmbH, owning all of the Company’s group
business, will be acquired by OpGen in exchange for the issuance of
new OpGen shares to the Company, and the Company’s business will be
continued by OpGen.
The Transaction is subject to approval of the
shareholders and debt holders of the Company and Curetis GmbH, as
well as the stockholders of OpGen and debt holders of OpGen.
Following the Transaction, it is intended that
the Company will be dissolved (the "Dissolution”) and that OpGen
shares issued to the Company will be distributed to the
shareholders as a liquidation distribution, to the extent possible,
in advance pro rata to each share held by them on the Distribution
Record Date (the “Distribution”, see paragraph 4 of the shareholder
circular for more details).
During the EGM, the shareholders will, among
others, be asked to approve:
(i) the Transaction in accordance with Section
2:107a of the Dutch Civil Code;(ii) the resolution to effect the
Dissolution of Curetis N.V.;(iii) the Distribution of OpGen shares
received as consideration to Curetis N.V. shareholders (iv) the
establishment of remuneration of the liquidators and the
supervisory directors of Curetis N.V., respectively, for the
performance of their duties during the liquidation process;(v) the
granting of discharge to the managing directors and supervisory
directors of Curetis N.V., respectively, in respect of the
performance of their duties and(vi) the appointment of Curetis GmbH
as custodian of the books and records of Curetis N.V. in accordance
with article 2:24 of the Dutch Civil Code.
If approved by the EGM and finalized, the
overall result of the Transaction, the Dissolution and the
Distribution will be that the investment of shareholders of the
Company holding shares in the Company on the Distribution Record
Date is effectively transformed from a holding of shares in the
Company to a holding of OpGen Shares, listed on NASDAQ.
###
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 offers next-generation solutions for infectious disease
diagnostics and therapeutics. The ARES Technology Platform combines
what the Company believes to be the 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
This document constitutes neither an offer to
buy nor an offer to subscribe for securities and neither this
document nor any part of it should form the basis of any investment
decision in Curetis.
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.
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,” “targets,” “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.
Contact details
Curetis’ Contact DetailsCuretis
N.V.Max-Eyth-Str. 4271088 Holzgerlingen, GermanyTel. +49 7031
49195-10pr@curetis.com or ir@curetis.comwww.curetis.com
- www.unyvero.com
International Media & Investor
InquiriesakampionDr. Ludger Weß / Ines-Regina Buth
Managing Partnersinfo@akampion.comTel. +49 40 88 16 59 64Tel. +49
30 23 63 27 68
- 20200127_Curetis_PR_EN_EGM invite_final2
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