The Deal Terms
OpGen, a precision medicine company that uses molecular diagnostics and informatics to help combat infectious disease, announced a definitive agreement to acquire Curetis GmbHm — a wholly owned subsidiary of Curetis, which owns the Curetis Group business.
The deal provides for Curetis receiving 2.66 million new shares of OpGen, representing about 72.5% of outstanding shares, valuing the combined business at about $24 million. The current shareholders of OpGen will own the remaining 27.5% stake.
Incidentally, Curetis announced in mid-August that it hired H.C. Wainwright to assist in exploring all available strategic and tactical options to potentially secure funding for continued operations for at least the next 12 months.
The consummation of the transaction is subject to approval by the shareholders of both companies as well as Curetis' debt financiers.
"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," OpGen said in a statement.
The deal has been vetted by the boards of both companies.
Following the closing of the transaction, OpGen's U.S. headquarters will be in Gaithersburg, Maryland, while the European operations will be run from Holzgerlingen, Germany.
Oliver Schacht, who is currently serving as CEO of Curetis, will become the CEO of the combined company, and OpGen's CFO Timothy Dec will become the CFO of the combined company.
The combined company's board will be chaired by William Rhodes, who is currently the chairman of Curetis' supervisory board.
A Win-Win Scenario
OpGen sees the combination as helping to maximize shareholder value. Meanwhile, Curetis said the deal will allow it access to the U.S. capital markets as it accelerates the development of its proprietary molecular diagnostic platforms and solutions for microbiology.
The closing of the transaction is expected by early 2020.
OpGen shares were soaring 70.4% to $11.11 at the time of publication Wednesday, while the Euronext Amsterdam-listed shares of Curetis were adding over 20%.
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