OpGen Inc. agreed to merge with Germany-based healthcare equipment company Curetis NV in a stock-for-stock transaction.
Under the agreement, OpGen will issue 2,662,564 new common shares to acquire all shares of Curetis. The combined company will be based in Gaithersburg, Md., and will be listed on the Nasdaq as a molecular diagnostics and bioinformatics franchise.
Curetis shareholders will own about 72.5% of OpGen, while OpGen shareholders will own about 27.5% after the issue of new shares.
OpGen expects to complete the transaction by early 2020, subject to closing conditions including approval by shareholders of both companies, consent from debt financers and listing of new shares on the Nasdaq.
Board members of both companies have approved the transaction. The companies will seek approval from shareholders in special meetings scheduled for the late fourth quarter of this year.
After completion of the merger, Curetis Chairman William Rhodes will be the Chairman for the combined company. The board will consist of six directors, of which four will be named by Curetis and two by OpGen. OpGen Chairman, President and CEO Evan Jones will also join the board as a nonexecutive director.
Curetis CEO Oliver Schacht will be the CEO of the combined company, while OpGen CFO Timothy Dec will be the new company's CFO.
H.C. Wainwright & Co. LLC and Crosstree Capital LLC are the financial advisers to Curetis and OpGen, respectively. Linklaters LLP is the legal adviser for Curetis, and Ballard Spahr LLP is the legal adviser for OpGen.
