Curetis N.V. Shareholders Approve Planned Business Combination with OpGen
March 10 2020 - 11:00AM
OpGen, Inc. (Nasdaq: OPGN) announced today that shareholders of
Curetis N.V. have voted to approve the business combination of
Curetis GmbH and OpGen. The successful completion of the Curetis
vote at their Extraordinary General Meeting is an essential
milestone for the planned business combination.
OpGen also held a Special Meeting of
shareholders to approve the business combination transaction on
March 10, 2020. Because a quorum was not represented at the
Special Meeting, shareholders voted to adjourn the meeting in order
to allow additional time for shareholders to vote on the
proposal. Accordingly, the Special Meeting was adjourned to
10:00 a.m., local time, on Monday, March 30, 2020, at the offices
of Ballard Spahr LLP, 1909 K Street, NW, 12th Floor, Washington
DC. OpGen’s shareholders as of the record date of January 24,
2020 will continue to be entitled to vote at the Special Meeting on
March 30, 2020. As of March 9, 2020, the quorum was at 36% or
2.0 million shares voted. Approximately 2.8 million shares are
required to achieve the 50% quorum threshold. Of those OpGen
shareholders who have voted on the business combination proposal,
more than 98% have voted in support of the transaction.
“We are pleased that Curetis shareholders have
voted to approve the planned business combination of OpGen and
Curetis. The vast majority of OpGen shareholders who have already
voted have also been supportive of the combination,” said Evan
Jones, Chairman and CEO of OpGen. “In the coming weeks, we
anticipate securing the additional votes needed to complete the
combination of our two companies.”
OpGen and Curetis entered into a definitive
agreement to combine businesses on September 4, 2019. The closing
of the transaction under such definitive agreement has not yet
occurred and is subject to a number of significant closing
conditions, including receipt of approval from the stockholders of
OpGen. To this end, OpGen filed and furnished to its stockholders a
proxy statement/prospectus and a notice of Special Meeting of OpGen
shareholders at which the shareholders will vote to approve the
business combination with Curetis. Until the closing occurs, each
of OpGen and Curetis are operating as stand-alone businesses.
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.
Forward-Looking Statements
This press release includes statements relating
to the completion of the business combination with Curetis GmbH.
These statements and other statements regarding OpGen’s future
plans and goals 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 our control, and which may cause results to
differ materially from expectations. Factors that could cause our
results to differ materially from those described include, but are
not limited to, the fact that we have broad discretion as to the
use of proceeds from OpGen’s at-the-market offering that commenced
in February 2020 and that we may not use the proceeds effectively;
risks and uncertainties associated with market conditions, OpGen’s
ability to successfully and timely seek approval of, and obtain
approval of its stockholders for the business combination with
Curetis GmbH, satisfy the closing conditions under the
Implementation Agreement, successfully combine the businesses of
OpGen and Curetis GmbH, comply with the complexities of a global
business, achieve the synergies we expect, successfully implement
the combined company’s strategic and business goals and objectives,
advance our current and planned 510(k) clearance submissions with
the FDA, and continue our activities under the New York State
Infectious Disease Digital Health Initiative. For a discussion of
the most significant risks and uncertainties associated with
OpGen's business, please review our filings with the Securities and
Exchange Commission (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.
No Offer or Solicitation
This press release is neither an offer to
purchase, nor a solicitation of an offer to sell, any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find
It
In connection with the transactions contemplated
by the Implementation Agreement (the definitive agreement related
to the proposed business combination between the Company and
Curetis GmbH), a Registration Statement on Form S-4 (File No.
333-234657) has been filed with and declared effective by the
Securities and Exchange Commission (the “SEC”). Investors and
security holders are encouraged to read the registration statement
and any other relevant documents filed with the SEC, including the
proxy statement/prospectus that forms a part of the registration
statement. Such documents contain important information about
the proposed transaction. The definitive proxy statement/prospectus
was first mailed to stockholders of the Company on or about January
27, 2020. This communication is not a substitute for the
registration statement, the proxy statement/prospectus or any other
document that OpGen may send to its stockholders in connection with
the proposed transaction. Investors and security holders will
be able to obtain the documents free of charge at the SEC’s
website, www.sec.gov, or from the Company at its website,
www.opgen.com.
OpGen Contact: Michael Farmer Vice President, Marketing (240)
813-1284mfarmer@opgen.com
Press Contact: Matthew Bretzius FischTank Marketing and
PR matt@fischtankpr.com
Investor Contact: Joe Green Edison Group
jgreen@edisongroup.com
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