NEW YORK – German molecular diagnostics and rare disease company Centogene said on Wednesday that it plans to sell its business to an affiliate of Charme Capital Partners, a European private equity group, for €8.7 million ($9.2 million) in cash.
Under the definitive share purchase agreement, Charme will acquire complete ownership of Centogene GmbH, Centogene's sole operating subsidiary, as well as certain intercompany receivables, and will assume Centogene's loan from Oxford Finance. The purchase price represents a 25 percent premium to Centogene's closing price on the OTC of $.16 per share on Nov. 12.
In connection with the deal, Centogene will receive up to €15 million in loan funding from its Saudi Arabian joint venture Lifera Omics, also known as Genomics Innovations Company, to provide it with liquidity up to the closing date.
Following the transaction, Centogene and its remaining subsidiaries, Centogene Switzerland and CentoSafe, will no longer have any operations. The company plans to liquidate these remaining subsidiaries and expects to make a liquidation distribution of up to $.20 per share to its shareholders.
Centogene's management and supervisory boards have unanimously approved the deal and have recommended it to the firm's shareholders. The firm will convene an extraordinary general meeting in December to vote on the transaction and liquidation. Three institutional shareholders – Deutsche Private Equity, TVM Capital, and Care Ventures – as well as the managing directors of Centogene, who together hold 57 percent of the firm's outstanding shares, have already committed to vote in favor of the deal.
The transaction is a result of the firm's strategic review, announced in February, and "is expected to result in minimal disruption to Centogene's customers," according to the company.
The deal is expected to close in the first quarter of 2025, subject to the satisfaction of various conditions, after which Centogene will no longer be listed on the OTC market.
In morning trading on the OTC, Centogene's stock was up 8 percent at $.13 per share.