OpGen, Inc. (Nasdaq: OPGN, “OpGen”), a precision medicine company
harnessing the power of molecular diagnostics and informatics to
help combat infectious disease, announced today an update on
shareholder proxy voting in relation to the business combination
with Curetis. As of March 18, 2020, the quorum was at 48% or
approximately 2.7 million shares voted, approximately 97% of the
required 50% quorum threshold. Of those OpGen shareholders who have
voted on the business combination proposal, more than 95% have
voted in support of the transaction.
Evan Jones, Chairman & CEO of OpGen stated,
"We are very encouraged by the status of our shareholder proxy vote
at this time and we are close to achieving the votes needed to
successfully complete the business combination with Curetis by the
time of the planned Special Meeting on March 30, 2020. On March 10,
2020, we indicated that shares representing 800,000 votes were
required to achieve a quorum. Over the last eight days we have
reduced the gap needed to close the transaction to shares
representing less than 85,000 votes. This strong turnout speaks to
the merits of this business combination and the increased
shareholder value our diversified product portfolio offers.”
“It is important that shareholders vote their
shares so that the business combination with Curetis can be
completed on a timely basis. For those shareholders who have
already voted, we thank you for your support. On March 10, 2020,
Curetis NV shareholders voted to approve the transaction, making
the OpGen Special Meeting vote the last hurdle to closing the
planned business combination.”
OpGen held an initial Special Meeting of
shareholders to approve the business combination transaction on
March 10, 2020. Because a quorum was not represented at the Special
Meeting, shareholders voted to adjourn the meeting in order to
allow additional time for shareholders to vote on the proposal.
Accordingly, the Special Meeting was adjourned to 10:00 a.m., local
time, on Monday, March 30, 2020, at the offices of Ballard Spahr
LLP, 1909 K Street, NW, 12th Floor, Washington DC. OpGen’s
shareholders as of the record date of January 24, 2020 will
continue to be entitled to vote at the Special Meeting on March 30,
2020.
OpGen and Curetis entered into a definitive
agreement to combine businesses on September 4, 2019.
The closing of the transaction under such definitive agreement has
not yet occurred and is subject to a number of significant closing
conditions, including receipt of approval from the stockholders of
OpGen. Until the closing occurs, each of OpGen and Curetis are
operating as stand-alone businesses.
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 that we may not use the proceeds effectively;
risks and uncertainties associated with market conditions, OpGen’s
ability to successfully and timely seek approval of, and obtain
approval of its stockholders for the business combination with
Curetis GmbH, satisfy the closing conditions under the
Implementation Agreement, successfully combine the businesses of
OpGen and Curetis GmbH, comply with the complexities of a global
business, achieve the synergies we expect, successfully implement
the combined company’s strategic and business goals and objectives,
advance our current and planned 510(k) clearance submissions with
the FDA, and continue our activities under the New York State
Infectious Disease Digital Health Initiative. 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.
No Offer or Solicitation
This press release is neither an offer to
purchase, nor a solicitation of an offer to sell, any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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/prospectus that forms a part of the registration
statement. Such documents contain important information about the
proposed transaction. The definitive proxy statement/prospectus 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/prospectus 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
FarmerVice President, Marketing(240) 813-1284mfarmer@opgen.com
Press Contact:Matthew
BretziusFischTank Marketing and PRmatt@fischtankpr.com
Investor Contact:Joe
GreenEdison Groupjgreen@edisongroup.com
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