Details of the Transaction
Form of the TransactionUnder the terms of the implementationagreement, OpGen proposes to acquire 100% of the shares ofCuretisGmbHfrom Curetis N.V., thereby acquiring all of Curetis GmbH’s assets and liabilities, including the Curetis name.Curetis GmbH owns substantially allof the assets, liabilities and contractual obligations of the Curetis Group,including its subsidiaries Curetis USA Inc. and Ares Genetics GmbH. Upon Closing (as defined below), Curetis GmbH will be a wholly-owned subsidiary of OpGen.Post-Closing Ownership AllocationsAt the closing of the transaction (the “Closing”), Curetis N.V. will be entitled to receive 2,662,564 new shares of common stock of OpGen(lessthe number of shares to be reserved for issuance to current holders of options, phantom stock and convertible debt securities issued by Curetis N.V.), reflecting a valuation of the combined business of roughly $24million. As of September 3, 2019,these 2,662,564 new shares would represent approximately 72.5% of the outstanding equity of OpGen(on a fully diluted basis), and current equity holders of OpGen (including option holders and warrant holders) would holdapproximately 27.5% of the equity of OpGen(on a fully diluted basis).The respective equity holdingsupon Closing will be subject to any dilutive issuance of securities by OpGenbetween the date hereof and the date of Closing.Subject to shareholder approval, Curetis intends to distribute to its shareholders, to the maximum extent permitted by law, the new OpGen shares it will receive atClosing in connection with the transaction.Stockholder ApprovalsAs soon as reasonably practicable following and subject to availabilityof all required informationincluding required financial statements, OpGen will file a registration statement on Form S-4,which will includea proxy statement for the OpGen stockholders (the “Form S-4”).OpGen expects to call a special meeting of its stockholders to be held as soon as practicable after the finalization and effectiveness of the Form S-4. Curetis expects to call an extraordinary general meeting of its shareholders on the same date as the OpGen special meeting.Conditions to ClosingThe Closing is subject to (i) the satisfaction of customary conditions to closing for a transaction of this type, including the absence of a material adverse event foreither party, (ii) for each of OpGen and Curetis, appropriate approvals by their respective shareholders, (iii) for Curetis, consents from certain debt financingproviders, (iv) the Form S-4 havingbeen declared effective by the U.S. Securities and Exchange Commission, (v) the new shares of OpGen’s common stock to be issued (or reserved for issuance) in connection with thetransaction havingbeen approved for listing on Nasdaqand (vi)OpGen having securedadditional funding prior toClosing.Conference Call Wednesday, September 4, at 9:00 amEastern Time / 03:00 pm