Filed
by OpGen, Inc.
Pursuant
to Rule 425 under the
Securities
Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject
Company: OpGen, Inc.
Commission
File No: 001-37367
Date:
March 30, 2020
OpGen Announces Shareholder Approval
for Business Combination with Curetis
Vote approving transaction passes with 95%
support for the transaction
Closing expected in the coming days
GAITHERSBURG, Md., March 30, 2020 --
OpGen, Inc. (Nasdaq: OPGN, “OpGen”), a precision medicine company harnessing the power of molecular diagnostics and
informatics to help combat infectious disease, announced today that, following its Special Meeting of Shareholders held March 30,
2020, OpGen shareholders overwhelmingly voted to approve the proposed business combination with Curetis N.V. OpGen reported that
95% of the votes cast were voted to approve the business combination. The business combination is expected to close in the coming
days.
Evan Jones, Chairman & CEO of OpGen
stated, “We are excited to announce receipt of formal approval for the business combination with Curetis and thank all our
shareholders for the overwhelming support throughout this process. We anticipate this business combination will maximize value
for our shareholders through providing a robust product portfolio with proprietary assets for developing and commercializing innovative,
data-driven solutions in infectious disease diagnostics.”
As previously announced, on March 10,
2020, Curetis N.V. shareholders voted to approve the transaction, making today’s approval by OpGen’s shareholders the
last major hurdle now successfully cleared to closing the planned business combination.
OpGen and Curetis entered into a definitive
agreement to combine businesses on September 4, 2019. The closing of the transaction under such definitive agreement
is expected in the next several days.
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. 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 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.
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 recent
warrant exercises and that we may not use the proceeds effectively; OpGen’s ability to successfully combine the businesses
of OpGen and Curetis, comply with the complexities of a global business, achieve the expected synergies, and implement the combined
company’s strategic and business goals, the impact of the Covid-19 pandemic on our business and operations, risks and uncertainties
associated with market conditions, OpGen’s ability to successfully, timely and cost-effectively seek and obtain regulatory
clearance for and commercialize our products and services offerings, our ability to successfully complete the demonstration project
portion of the New York State Infectious Disease Digital Health Initiative, the rate of adoption of our products and services
by hospitals and other healthcare providers, the success of our commercialization efforts, the effect on our business of existing
and new regulatory requirements, and other economic and competitive factors. 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.
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 that forms a part of the registration
statement. Such documents contain important information about the proposed transaction. The definitive proxy statement 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 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) 813-1284
mfarmer@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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