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.