Combination of Businesses with OpGen Inc.
On September 4, 2019, Curetis and OpGen, Inc. (Nasdaq: OPGN, "OpGen"), a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease, announced the entry into a definitive agreement to combine the two companies’ businesses, subject to approval by both companies’ respective shareholders, regulators and Curetis’ debt financing providers as well as additional equity financing being raised by OpGen. The transaction is structured as an acquisition by OpGen of Curetis GmbH, a wholly-owned subsidiary of Curetis which owns all of the Curetis Group businesses. The combination will create a transatlantic, U.S.-headquartered and Nasdaq-listed company with an innovative commercial-stage molecular diagnostics and bioinformatics franchise and a strong pipeline focusing on infectious diseases and antimicrobial resistance (AMR).
Prior to the announcement, the implementation agreement had been approved by both companies’ Boards of Directors. Further, Curetis’ largest debt holder, the European Investment Bank (EIB), formally approved the transaction subject to customary closing conditions on October 15, 2019.
Another major milestone and prerequisite for closing the transaction was met on October 28, 2019, when OpGen announced the successful closing of a $9.4 million underwritten public offering. As per the implementation agreement between Curetis and OpGen, part of the proceeds from this transaction will be used to (1) complete the business combination with Curetis GmbH; (2) provide short-term funding to Curetis GmbH under an interim facility to fund current operations of Curetis’ business. That interim financing facility agreement was signed on November 12, 2019.
Also on November 12, 2019, another key step has been taken towards completing the transaction with OpGen filing an S4 with the SEC. Review and approval of the S4 filing are expected in the coming weeks and will be one of the last critical steps before inviting for the shareholder meetings and seeking their approval for the transaction.
In the further process, Curetis will seek approval from its remaining debt holder and from its shareholders at an extraordinary general meeting and OpGen will seek approval from its stockholders at a special meeting. It is expected that both meetings will be scheduled for the early first quarter of 2020. Subject to receipt of shareholder and all debt holder approvals and satisfaction of other closing conditions, the transaction is expected to close in Q1-2020.
For more information on the transaction, please visit: curetis.com/investors/