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Curetis (0RDD)

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Wednesday 01 April, 2020

Curetis

Curetis and OpGen Close Business Combination

Curetis and OpGen Close Business Combination


- 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.

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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. 42
71088 Holzgerlingen, Germany
Tel. +49 7031 49195-10
[email protected] or [email protected]
www.curetis.com - www.unyvero.com

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