Amsterdam, the Netherlands, Holzgerlingen, Germany, and San Diego, CA, USA, January 27, 2020, 08:00 am CET /02:00 am EDT - Curetis N.V. (the "Company" and together with its subsidiaries "Curetis"), a developer of next-level molecular diagnostic solutions, today published the invitation to its Extraordinary General Meeting (EGM). The invitation follows the notice of effectiveness of the OpGen, Inc. S-4 filing received from the SEC on January 23, 2020.
Curetis N.V. will hold the EGM on Tuesday, March 10, 2020, at Steigenberger Airport Hotel, Stationsplein Zuid - West 951, 1117 CE Schiphol - Oost/Amsterdam, the Netherlands. The meeting is scheduled to commence at 01:00pm CET; local registration starts at 12:30pm CET.
In addition, Curetis N.V. will be offering electronic pre-voting from Wednesday, February 12, 2020, at 08:00am CET to Tuesday, March 3, 2020, 05:30pm CET at www.abnamro.com/evoting.
A copy of the convening notice for the EGM, including a description of the formalities to participate in the EGM, and a shareholder circular explaining the proposed resolutions of the EGM in more detail, are available at https://curetis.com/investors/corporate-governance.
Primary resolutions on the agenda of the EGM relate to the Implementation Agreement (the "Implementation Agreement") with OpGen and Crystal GmbH, a wholly-owned subsidiary of OpGen incorporated in Germany, which was announced September 4, 2019. Under the Implementation Agreement, the Company and OpGen have agreed on the terms of the Transaction (the "Transaction") under which Curetis GmbH, owning all of the Company's group business, will be acquired by OpGen in exchange for the issuance of new OpGen shares to the Company, and the Company's business will be continued by OpGen.
The Transaction is subject to approval of the shareholders and debt holders of the Company and Curetis GmbH, as well as the stockholders of OpGen and debt holders of OpGen.
Following the Transaction, it is intended that the Company will be dissolved (the "Dissolution") and that OpGen shares issued to the Company will be distributed to the shareholders as a liquidation distribution, to the extent possible, in advance pro rata to each share held by them on the Distribution Record Date (the "Distribution", see paragraph 4 of the shareholder circular for more details).
During the EGM, the shareholders will, among others, be asked to approve:
(i) the Transaction in accordance with Section 2:107a of the Dutch Civil Code;
(ii) the resolution to effect the Dissolution of Curetis N.V.;
(iii) the Distribution of OpGen shares received as consideration to Curetis N.V. shareholders
(iv) the establishment of remuneration of the liquidators and the supervisory directors of Curetis N.V., respectively, for the performance of their duties during the liquidation process;
(v) the granting of discharge to the managing directors and supervisory directors of Curetis N.V., respectively, in respect of the performance of their duties and
(vi) the appointment of Curetis GmbH as custodian of the books and records of Curetis N.V. in accordance with article 2:24 of the Dutch Civil Code.
If approved by the EGM and finalized, the overall result of the Transaction, the Dissolution and the Distribution will be that the investment of shareholders of the Company holding shares in the Company on the Distribution Record Date is effectively transformed from a holding of shares in the Company to a holding of OpGen Shares, listed on NASDAQ.
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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.comandwww.ares-genetics.com.
Legal Disclaimer
This document constitutes neither an offer to buy nor an offer to subscribe for securities and neither this document nor any part of it should form the basis of any investment decision in Curetis.
The information contained in this press release has been carefully prepared. However, Curetis bears and assumes no liability of whatever kind for the correctness and completeness of the information provided herein. Curetis does not assume an obligation of whatever kind to update or correct information contained in this press release whether as a result of new information, future events or for other reasons.
This press release includes statements that are, or may be deemed to be, "forward-looking statements." These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "targets," "may," "will," or "should" and include statements Curetis makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Curetis' actual results may differ materially from those predicted by the forward-looking statements. Curetis undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
Contact details
Curetis' Contact Details
Curetis N.V.
Max-Eyth-Str. 42
71088 Holzgerlingen, Germany
Tel. +49 7031 49195-10
pr@curetis.com or ir@curetis.com
www.curetis.com - www.unyvero.com
International Media & Investor Inquiries
akampion
Dr. Ludger Weß / Ines-Regina Buth
Managing Partners
info@akampion.com
Tel. +49 40 88 16 59 64
Tel. +49 30 23 63 27 68
Attachment
- 20200127_Curetis_PR_EN_EGM invite_final2 (https://ml-eu.globenewswire.com/Resource/Download/eab92288-6b1d-4004-b4a0-89b8bf1ddfab)
