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) 813-1284mfarmer@opgen.com
Press Contact: Matthew Bretzius FischTank
Marketing and PRmatt@fischtankpr.com
Investor Contact: Joe Green Edison
Groupjgreen@edisongroup.com
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