Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 12 2020 - 8:09AM
Edgar (US Regulatory)
Filed
by OpGen, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject
Company: OpGen, Inc.
Commission
File No: 001-37367
Date:
March 12, 2020
STOCKHOLDERS
ENCOURAGED TO VOTE
You
recently received proxy materials relating to OpGen, Inc.’s proposed business combination with Curetis GmbH at a Special
Meeting of Stockholders. This important notice is to inform you that the Special Meeting has been adjourned to 10:00 a.m.,
eastern time, on Monday, March 30, 2020, to allow stockholders additional time to exercise their voting rights. Given
the importance of the proposals to be voted on at the meeting, we want to ensure that all stockholders have sufficient time to
have their vote represented.
Our
records indicate that we have not received your voting instructions as to the Transaction Proposal and Share Issuance Proposal
described in the proxy materials. Curetis N.V.’s shareholders approved the business combination on March 10, 2020, but approval
by OpGen’s stockholders is also a condition to closing the proposed business combination with Curetis GmbH. Your vote
is therefore extremely important, no matter how many shares you hold.
For
the reasons set forth in the proxy statement/prospectus dated January 24, 2020, our Board of Directors recommends that you vote
“FOR” the Transaction Proposal and the Share Issuance Proposal. As of March 10, 2020, more than 98% of votes
cast have approved the Transaction Proposal and more than 94% have approved the Share Issuance Proposal. However, the proposals
will not pass unless a majority of the outstanding shares of common stock vote on the matter. Accordingly, additional OpGen
stockholder votes are needed to reach the required quorum to complete the business combination.
Please
vote your shares of stock now so that your vote can be counted without delay. Voting is easy and instructions are available
on the proxy card. You may use one of the options below to ensure that your vote is promptly recorded in time for the Annual
Meeting:
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•
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VOTE
BY TOUCH-TONE PHONE: You may cast your vote by calling the toll-free number.
|
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•
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VOTE
VIA THE INTERNET: You may cast your vote by logging onto the website and following
the instructions on the screen.
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•
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VOTE
BY MAIL: You may cast your vote by mail by completing, signing, dating and mailing
the enclosed proxy card in the postage-prepaid return envelope provided.
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If
you have any questions or require further assistance in voting your shares, please contact our proxy solicitor Alliance Advisors
toll-free at 1-800-574-6217 if in the United States, or 973-873-7780 if dialing internationally.
Sincerely,
[s]
Timothy Dec
Timothy
Dec
Chief
Financial Officer
The
adjourned meeting on March 30, 2020 will be held at the offices of Ballard Spahr LLP at 1909 K Street, NW, 12th Floor, Washington,
DC 20006.
IF
YOU HAVE RECENTLY MAILED YOUR PROXY CARD OR CAST YOUR VOTE BY
PHONE
OR INTERNET, PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
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Additional
Information and Where to Find It
In
connection with the business combination transaction contemplated by the Implementation Agreement (the definitive agreement related
to the proposed business combination between the Company and Curetis GmbH), a Registration Statement on Form S-4 (File No. 333-234657)
has been filed with and declared effective by the Securities and Exchange Commission (the “SEC”). Investors and security
holders are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy
statement/prospectus that forms a part of the registration statement. Such documents contain important information about the proposed
transaction. The definitive proxy statement/prospectus was first mailed to stockholders of the Company on or about January 27,
2020. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other document
that OpGen may send to its stockholders in connection with the proposed transaction. Investors and security holders will be able
to obtain the documents free of charge at the SEC’s website, www.sec.gov, or from the Company at its website, www.opgen.com.
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708
Quince Orchard Road
Gaithersburg, MD 20878
OpGen.com
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Support
Office
Fax
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888-856-2748
301-869-9683
301-869-9684
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DRAFT
CORRESPONDENCE
Dear
(Insert name):
I
am writing regarding the planned business combination of OpGen and Curetis N.V. We are in the process of completing the shareholder
vote to close the transaction. Curetis N.V.’s shareholders approved the business combination on March 10, 2020. Approval
by OpGen’s stockholders is also a condition to closing the proposed business combination and voting to date is short of
the required 50% quorum.
Our
records indicate that you were a shareholder as of <__________>. We have not received your voting instructions as to the
Transaction Proposal and Share Issuance Proposal described in the attached documents and proxy materials. Your vote is extremely
important, no matter how many shares you owned at the record date.
Your
Participation in the Special Meeting is critical. Please vote your shares of stock now by contacting your broker (Insert name),
OpGen, or by following the instructions in the attached materials.
If
you have any questions or require further assistance in voting your shares, Tim Dec, OpGen’s CFO, and I would be pleased
to help facilitate the voting. Alternatively, please contact our proxy solicitor Alliance Advisors toll-free at 1-800-574-6217
if in the United States, or 973-873-7780 if dialing internationally.
Sincerely,
Evan
Jones
Chairman
& CEO
Tel.
240-813-1290
Email:
ejones@opgen.com
IF
YOU HAVE RECENTLY MAILED YOUR PROXY CARD OR CAST YOUR VOTE BY PHONE OR INTERNET, PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST
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