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OpGen, Curetis Enter Merger Agreement

NEW YORK – Curetis and OpGen announced today that the two companies have entered into a definitive agreement to combine businesses.

The transaction will be structured as an acquisition by OpGen of Curetis GmbH, a subsidiary of Curetis that owns all of the Curetis Group business. Upon closing of the transaction, which is expected in early 2020, Curetis GMbH will become a wholly owned subsidiary of OpGen.

The acquisition will create a transatlantic, US-headquartered, Nasdaq-listed company with a commercial-stage molecular diagnostics and bioinformatics franchise and a pipeline focusing on infectious diseases and antimicrobial resistance, the firms said in a statement.

The combined company will be headquartered in Gaithersburg, Maryland with European operations run from Holzgerlingen, Germany. The Ares Genetics subsidiary of Curetis will continue its bioinformatics and next-generation sequencing service laboratory operations in Vienna, Austria.

"We are convinced that the combination of OpGen and Curetis will help maximize value for our stockholders and will result in an organization with a robust pipeline of molecular diagnostic and bioinformatics products, significant management experience, and proprietary assets for developing and commercializing novel data-driven solutions in infectious disease diagnostics," Evan Jones, OpGen's chairman, president, and CEO, said in a statement.

At the closing of the transaction, Curetis will be entitled to receive 2,662,564 new shares of common stock of OpGen reflecting a valuation of the combined business of roughly $24 million.

These shares would represent approximately 73 percent of the outstanding equity of OpGen, and current equity holders of OpGen including option holders and warrant holders would hold the remaining equity of OpGen. Subject to shareholder approval, Curetis intends to distribute the new OpGen shares it will receive at closing to its shareholders.

According to a statement, the initial main focuses for the combined company will be rapid diagnostics for lower respiratory infection and urinary tract infection, and bioinformatics and NGS services for AMR prediction with Ares Genetics and bioinformatics services based on OpGen's Acuitas Lighthouse AMR knowledgebase.

"This transaction will allow Curetis to access US capital markets, which we believe is essential to accelerate the development of our proprietary molecular diagnostic platforms and solutions for microbiology," Curetis CEO Oliver Schacht said in a statement.

The combination also strengthens the management team and financial position, allows Curetis to leverage OpGen's existing US public company infrastructure, and adds complementary assets to the product development portfolio, Schacht also said.

William Rhodes, chairman of Curetis' supervisory board, will be chair of the combined company's board of directors upon completion of the transaction. The new board of directors will also include four representatives named by Curetis and two by OpGen. Evan Jones will join the board in a non-executive role, Oliver Schacht will be the combined company's CEO, and Timothy Dec, OpGen's CFO, will become CFO of the combined company.

Both companies had lately struggled to achieve a good valuation of their technologies and remain financially solvent. Curetis announced last year it would eliminate up to 30 percent of its global workforce as part of a strategic reorganization, and last month the company reported that it was delaying its financial reporting and had hired an investment bank to help it review strategic options for securing the money it needs to continue operations. OpGen meanwhile announced last week that it planned a reverse stock split after being notified it was non-compliant with Nasdaq minimum shareholder equity requirements.

OpGen's stock was up more than 80 percent in morning trading on Nasdaq, to $12.03.