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 the business
combination between Curetis and OpGen has successfully closed on
April 1, 2020. At the closing, William E. Rhodes III, the former
chairman of the Supervisory Board of Curetis N.V., was appointed
chairman of the board of OpGen, and Oliver Schacht, PhD, the former
Chief Executive Officer of Curetis N.V., was appointed the
President and Chief Executive Officer of OpGen and to the board of
directors.
Mr. Rhodes commented, “I would like to thank the
management teams of both our companies for their perseverance and
effectiveness in finding solutions to address the issues that arise
in complex business combinations. It has always been important to
bring rapid molecular diagnostics to the fight against infectious
diseases, and with the global coronavirus pandemic, now it is more
critical than ever. The combined company will have a broad
portfolio of complementary platforms, highly relevant products
designed to help discover and fight life threatening infectious
diseases and strong global commercial channels. I am delighted to
be chairing this distinguished board of directors and anticipate
tremendous, value-creating opportunities for the combined
company.”
Mr. Schacht said, “I am grateful to both our
companies’ boards and shareholders for their unwavering support
throughout the past many months of strategic interactions and
discussions between our companies. This transaction would not have
been possible without the tremendous commitment of our executive
teams and advisors. I would like to especially thank Evan Jones for
his leadership and support over the past many months. With Bill
Rhodes as our past and future chairman and with Evan on the board
of directors we will have great continuity.”
In addition to Mr. Rhodes and Mr. Schacht, Mario
Crovetto and Prabhavathi Fernandes, former directors of Curetis,
were appointed to the OpGen board of directors, such that following
the closing the reconstituted board of directors consists of Mr.
Rhodes, Mr. Schacht, Mr. Jones. Mr. Crovetto, Ms. Fernandes, and
Don Elsey.
Strengthened Senior Management
team
The executive officers of OpGen in addition to
Chief Executive Officer Oliver Schacht will be Tim Dec, who will
continue to serve as Chief Financial Officer and manage the finance
and G&A teams globally, and Johannes Bacher, one of Curetis’
founders as Chief Operating Officer who will be running global
R&D and operations. The Curetis USA Inc. team will be joining
OpGen Inc. as employees. The US commercial team includes Chief
Commercial Officer for the Americas, Chris Emery, and Chief
Marketing and Scientific Affairs Officer, Faranak Atrzadeh. Andreas
Posch, CEO of Ares Genetics GmbH in Vienna, Austria, will also
serve on the expanded executive team bringing AI-powered and
NGS-based capabilities into the combined business.
Evan Jones, the former Chairman & CEO of
OpGen added, “I am excited to announce today’s closing of the
business combination with Curetis. I would like thank all our
shareholders for the overwhelming support throughout this process
and the teams on both sides for having diligently worked with a
singular focus on getting the deal done. 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. I look forward to
serving as a member of the newly constituted board of directors of
OpGen as a non-executive director, and I will provide any support
needed by Oliver and his new leadership team throughout the
transition and integration phase as needed.”
OpGen and Curetis had entered into a definitive
agreement to combine their businesses on September 4, 2019.
H.C. Wainwright & Co. acted as strategic advisor to Curetis
while Crosstree acted as advisor to OpGen. Ballard Spahr LLP served
as legal counsel to OpGen and Linklaters LLP as legal counsel to
Curetis.
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.
Forward-Looking Statements
This press release includes statements relating
to the completion of the acquisition of 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
integrate 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, including the Curetis and Ares Genetics
products and offerings, the rate of adoption of our combined
business’ products and services by hospitals and other healthcare
providers, the success of our combined 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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