- Following approval of shareholders,
companies sign German transfer agreement
- Curetis GmbH and its subsidiaries
Curetis USA Inc. and Ares Genetics GmbH are now wholly owned by
OpGen, Inc.
- OpGen consideration shares to be
distributed to Curetis N.V. shareholders and Curetis N.V. to be
dissolved and delisted from Euronext
- Three Curetis N.V. Supervisory Board
members resign to join newly formed OpGen Inc. board of
directors
Amsterdam, The Netherlands, and
Holzgerlingen, Germany, April 01, 2020, 10:00 pm CET -
Curetis N.V. (in liquidation) (the "Company")
today announced that the business combination between the Company
and OpGen Inc. (“OpGen”) has successfully been
completed. The signing of the German transfer agreement
implementing the transfer of 100% of the shares in Curetis GmbH to
a wholly-owned subsidiary of OpGen, and the transfer to the Company
of 2,028,208 new OpGen shares issued as consideration for such
transfer (the “OpGen Shares") has occurred
effective today.
The liquidators of the Company will resolve upon
a liquidation distribution, to the extent possible in advance, of
the OpGen Shares to the shareholders pro rata to each share held by
them on the distribution record date. The distribution record date
will be announced by way of a press release. The OpGen Shares that
are not distributed to the shareholders by way of the liquidation
distribution in advance will be reserved to be sold by the
liquidators to fund continuous operations of the Company until its
delisting from Euronext Amsterdam and Brussels and its liquidation.
The sale of OpGen Shares by the Company’s liquidators shall not
exceed an aggregate of 20% of the received OpGen Shares.
Today, the Company also announced the new
governance structure of the Company following its dissolution and
the newly formed OpGen group. Oliver Schacht, PhD, Johannes Bacher,
and Dr. Achim Plum, formerly managing directors of the Company,
will act as liquidators of the Company. William E. Rhodes III,
Prabhavathi Fernandes and Mario Crovetto resigned from the
Company’s supervisory board effective today to join the board of
directors of OpGen Inc., as non-executive directors. The OpGen
board will be chaired by William E. Rhodes III going forward.
Dr. Werner Schaefer, Dr. Rudy Dekeyser, and Dr.
Nils Clausnitzer will continue to serve on the Company’s
supervisory board until the liquidation of the Company has been
completed and Curetis N.V. ceases to exist.
The new OpGen board of directors will initially
include non-executive directors William E. Rhodes III as chairman,
Evan Jones, Don Elsey, Mario Crovetto, Prabhavathi Fernandes and
the new President and CEO of OpGen, Oliver Schacht. The executive
officers of OpGen in addition to CEO Oliver Schacht will be Tim Dec
continuing to serve as CFO and managing the finance and G&A
teams globally and Johannes Bacher, one of the Curetis founders, as
COO who will be running global R&D and operations.
Curetis USA Inc. will be dissolved in the coming
weeks and its employees will be joining OpGen. The US commercial
team going forward includes Chief Commercial Officer for the
Americas Chris Emery and Chief Marketing and Scientific Affairs
Officer Faranak Atrzadeh.
Oliver Schacht, PhD and Johannes Bacher will
retain their roles as managing directors of Curetis GmbH while Dr.
Achim Plum resigned from his role as managing director of Curetis
GmbH effective today to pursue other opportunities. However, Dr.
Plum remains a managing director of Ares Genetics GmbH and will
continue to support the newly formed OpGen group as a
consultant.
Dr. Andreas Posch will continue to serve as
managing director and CEO of Ares Genetics GmbH and in addition
will also serve on the expanded OpGen executive team bringing
AI-powered and NGS-based capabilities into the combined
business.
OpGen and the Company had entered into a
definitive agreement to combine their businesses on September 4,
2019. H.C. Wainwright & Co. acted as strategic advisor to the
Company 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 Curetis
Curetis GmbH’s 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 GmbH’s 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
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 N.V. (in liquidation)Max-Eyth-Str. 4271088
Holzgerlingen, GermanyTel. +49 7031 49195-10pr@curetis.com or
ir@curetis.comwww.curetis.com -
www.unyvero.com
- 20200401_Curetis_PR_Yardam_Closing_final
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