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 23, 2020, a quorum has been achieved for
the Company’s upcoming Special Meeting of Shareholders to be held
on March 30, 2020 at which shareholders will vote on the approval
of the business combination transaction. Of those OpGen
shareholders who have voted on the business combination proposal,
more than 99% have voted in support of the transaction.
Evan Jones, Chairman & CEO of OpGen stated, “We are pleased
to announce that we have achieved the quorum threshold for the
shareholder vote to approve the planned business combination with
Curetis. With approximately 99% of the votes in favor of the
transaction, we believe we are on track to receive formal approval
of the transaction at the upcoming Special Meeting on March 30. We
are grateful to our many shareholders who took the time to vote on
this important matter.”
Mr. Jones continued, “As previously announced, on March 10,
2020, Curetis N.V. shareholders voted to approve the transaction,
making the approval of OpGen’s shareholders the last major hurdle
to closing the planned business combination.”
OpGen initially convened a 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 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.
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 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) 813-1284 mfarmer@opgen.com
Press Contact: Matthew Bretzius FischTank
Marketing and PR matt@fischtankpr.com
Investor Contact: Joe Green Edison Group
jgreen@edisongroup.com
Source: OpGen, Inc.
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