Curetis and OpGen Enter Into Definitive Agreement to Combine Businesses
September 04, 2019 06:55 ET | Source: OpGen, Inc.
Combined company creates a commercial-stage, transatlantic diagnostics company focusing on data-driven solutions for molecular microbiology
Combined company to be headquartered in Gaithersburg, MD, USA
Transaction is supported by the boards of OpGen and Curetis
Transaction subject to approval by both companies’ shareholders and debt financing providers
Conference call scheduled for September 4, 2019, at 9:00 am Eastern / 3:00 pm Central European Time
Elements of this announcement contain or may contain inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
GAITHERSBURG, Md. and AMSTERDAM, The Netherlands and HOLZGERLINGEN, Germany, Sept. 04, 2019 (GLOBE NEWSWIRE) -- OpGen, Inc. (Nasdaq: OPGN, “OpGen”), a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease, and Curetis N.V. (Euronext: CURE, “Curetis”), a developer of next-level molecular diagnostic solutions, today announced the entry into a definitive agreement to combine the two companies’ businesses, subject to approval by both companies’ respective shareholders and Curetis’ debt financing providers. 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 business. 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).
Following the closing, the combined company's U.S. headquarters will be in Gaithersburg, MD, while the company’s European operations will be run from Holzgerlingen, Germany. Ares Genetics GmbH (“Ares Genetics”), a subsidiary of Curetis GmbH, will continue its bioinformatics and NGS service laboratory operations in Vienna, Austria.
The combined companies will have a broad commercial-stage diagnostics portfolio of CE-IVD-marked and US-FDA cleared products and platforms, as well as a proprietary NGS-based and AI-powered technology and knowledgebase for the rapid molecular prediction of AMR. The initial two main focuses for the company will be (a) rapid diagnostics for lower respiratory infection and urinary tract infection and (b) bioinformatics and NGS services for AMR prediction by Ares Genetics as well as bioinformatics services based on the Acuitas Lighthouse® AMR knowledgebase by OpGen. Key elements of the combined company’s strategy include: continuing to gain regulatory clearances and approvals and establish a market position for proprietary molecular diagnostic tests and platforms, capitalize on unique technology platforms, leverage global commercial capabilities and partnerings, pursue development collaborations, and capitalize on the financial leverage and operational and research synergies to improve return on capital and achieve future profitability.
“We are convinced that the combination of OpGen and Curetis will help maximize value for our stockholders and will result in an organization with a robust pipeline of molecular diagnostic and bioinformatics products, significant management experience, and proprietary assets for developing and commercializing novel data-driven solutions in infectious disease diagnostics,” said Evan Jones, Chairman and CEO of OpGen.
“This transaction will allow Curetis to access U.S. capital markets, which we believe is essential to accelerate the development of our proprietary molecular diagnostic platforms and solutions for microbiology,” said Oliver Schacht, CEO of Curetis. Mr. Schacht continued, “It also strengthens our management team and financial position, allows us to leverage OpGen´s existing U.S. public company infrastructure, and adds complementary assets to our product development portfolio.”
"We believe that this transaction has the potential to create substantial synergies and will enable the combined entity to further strengthen its molecular microbiology diagnostics pipeline and assets," said William Rhodes, Chairman of Curetis' Supervisory Board. "Our goal is to create a broader transatlantic business, allowing us to execute on a growth strategy in molecular microbiology based on cutting-edge innovation."
The implementation agreement has been approved by both companies’ Boards of Directors. Curetis will seek approval 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 late fourth quarter of this year. Subject to receipt of shareholder approvals and satisfaction of other closing conditions, as detailed below, the transaction is expected to close by early 2020.
Upon completion of the transaction, the combined company’s Board of Directors will be chaired by William Rhodes, currently the Chairman of the Curetis Supervisory Board, and will initially consist of four representatives named by Curetis and two by OpGen. Evan Jones, the current Chairman, President and Chief Executive Officer of OpGen, will join the combined company’s Board of Directors in a non-executive role. The senior management team of the combined company will consist of Oliver Schacht, Ph.D., currently the Chief Executive Officer of Curetis, as the combined company’s CEO, and Timothy C. Dec, currently the Chief Financial Officer of OpGen, as the CFO of the combined company, and additional representatives from the two companies.
H.C. Wainwright & Co., LLC and Crosstree Capital LLC acted as financial advisors to Curetis and OpGen, respectively. Linklaters LLP and Ballard Spahr LLP acted as legal advisors to Curetis and OpGen, respectively.