CENTOGENE Signs Strategic Transaction With Private Equity Group Charme Capital Partners
CENTOGENE has announced a strategic sale of its operating subsidiaries to Charme Capital Partners for EUR 8.7 million. The transaction, expected to close in Q1 2025, includes a premium of up to 25% over the company's closing price. The deal involves funding from Saudi Arabian joint venture Lifera Omics and relief from Oxford Finance liabilities. Following the transaction, CENTOGENE N.V. plans to liquidate remaining subsidiaries, with shareholders expected to receive up to $0.20 per share in liquidation distribution. The company has secured approximately 57% shareholder support for the transaction, which requires majority approval at an upcoming Extraordinary General Meeting in December 2024.
CENTOGENE ha annunciato una vendita strategica delle sue sussidiarie operative a Charme Capital Partners per 8,7 milioni di euro. La transazione, prevista per chiudere nel primo trimestre del 2025, include un premio fino al 25% rispetto al prezzo di chiusura dell'azienda. L'affare coinvolge finanziamenti dalla joint venture saudita Lifera Omics e l'esonero dalle passività di Oxford Finance. Dopo la transazione, CENTOGENE N.V. prevede di liquidare le rimanenti sussidiarie, con gli azionisti che si aspettano di ricevere fino a 0,20 $ per azione nella distribuzione della liquidazione. L'azienda ha ottenuto circa il 57% di sostegno degli azionisti per la transazione, che richiede l'approvazione della maggioranza in un prossimo incontro straordinario degli azionisti a dicembre 2024.
CENTOGENE ha anunciado una venta estratégica de sus subsidiarias operativas a Charme Capital Partners por 8,7 millones de euros. La transacción, que se espera cerrar en el primer trimestre de 2025, incluye una prima de hasta el 25% sobre el precio de cierre de la empresa. El acuerdo implica financiamiento de la empresa conjunta saudita Lifera Omics y una exoneración de las obligaciones de Oxford Finance. Tras la transacción, CENTOGENE N.V. planea liquidar las subsidiarias restantes, y se espera que los accionistas reciban hasta $0.20 por acción en la distribución de la liquidación. La empresa ha asegurado aproximadamente el 57% de apoyo de los accionistas para la transacción, que requiere la aprobación de la mayoría en una próxima Junta General Extraordinaria en diciembre de 2024.
CENTOGENE는 Charme Capital Partners에 자회사 운영의 전략적 매각을 870만 유로에 발표했습니다. 2025년 1분기에 마감될 것으로 예상되는 거래는 회사의 종가에 대해 최대 25%의 프리미엄을 포함합니다. 이 거래에는 사우디 아라비아 조인트 벤처인 Lifera Omics의 자금 지원과 Oxford Finance의 부채 면제가 포함됩니다. 거래 후, CENTOGENE N.V.는 남은 자회사를 청산할 계획이며, 주주들은 청산 배당금으로 주당 최대 $0.20를 받을 것으로 예상됩니다. 회사는 이번 거래에 대해 약 57%의 주주 지지를 확보했으며, 이는 2024년 12월에 열리는 예정된 특별총회에서 과반수 승인을 필요로 합니다.
CENTOGENE a annoncé une vente stratégique de ses filiales opérationnelles à Charme Capital Partners pour 8,7 millions d'euros. La transaction, prévue pour se clôturer au premier trimestre 2025, comprend une prime pouvant atteindre 25% par rapport au prix de clôture de l'entreprise. L'accord implique un financement de la coentreprise saoudienne Lifera Omics et une exonération des passifs auprès d'Oxford Finance. Suite à la transaction, CENTOGENE N.V. prévoit de liquider les filiales restantes, les actionnaires s'attendant à recevoir jusqu'à 0,20 $ par action dans la distribution de liquidation. L'entreprise a obtenu environ 57% de soutien des actionnaires pour la transaction, qui nécessite l'approbation de la majorité lors d'une prochaine Assemblée Générale Extraordinaire en décembre 2024.
CENTOGENE hat den strategischen Verkauf seiner operativen Tochtergesellschaften an Charme Capital Partners für 8,7 Millionen Euro angekündigt. Die Transaktion, die im ersten Quartal 2025 abgeschlossen werden soll, umfasst eine Prämie von bis zu 25% gegenüber dem Schlusskurs des Unternehmens. Das Geschäft umfasst die Finanzierung durch das saudische Joint Venture Lifera Omics und die Entlastung von Verbindlichkeiten gegenüber Oxford Finance. Nach der Transaktion plant CENTOGENE N.V. die Liquidation der verbleibenden Tochtergesellschaften, wobei die Aktionäre voraussichtlich bis zu 0,20 USD pro Aktie in der Liquidationsverteilung erhalten. Das Unternehmen hat etwa 57% Zustimmung der Aktionäre für die Transaktion gesichert, die eine Mehrheit genehmigen muss auf einer bevorstehenden außerordentlichen Hauptversammlung im Dezember 2024.
- Sale price represents up to 25% premium over current stock price
- Secured EUR 15 million short-term loan facility for operational liquidity
- Relief from existing senior secured lender liabilities
- 57% of shareholders already committed to approve the transaction
- Company will cease operations and delist from OTC market
- Liquidation distribution may be lower than $0.20 per share
- Sale price of EUR 8.7 million indicates significant company value decline
Insights
This strategic sale marks a significant restructuring for CENTOGENE, with Charme Capital Partners acquiring its operating subsidiaries for
The transaction appears to be a necessary survival move rather than a growth opportunity. With a market cap of just
The transaction structure reveals complex legal considerations across multiple jurisdictions. Key requirements include Saudi Arabian regulatory approval, Dutch law compliance for the liquidation process and SEC reporting obligations. The deal's conditions highlight intricate stakeholder arrangements, including the transfer of JV interests, loan assumption mechanisms and shareholder approval requirements.
The
CAMBRIDGE, Mass. and ROSTOCK, Germany and BERLIN, Nov. 13, 2024 (GLOBE NEWSWIRE) -- Centogene N.V. (OTC: CNTGF) (“CENTOGENE” or the “Company”), the essential life science partner for data-driven answers in rare and neurodegenerative diseases, today announced it has concluded its strategic review process and has entered into a Share Purchase Agreement (“SPA”) pursuant to which its operating subsidiaries will be sold to an affiliate of Charme Capital Partners Limited (“Charme”), a pan-European private equity firm, for a cash purchase price of EUR 8,717,906.80. In connection with the transaction, Centogene GmbH will receive funding, secured by Saudi accounts receivables, from its Saudi Arabian joint venture Genomics Innovations Company Limited (Lifera Omics) (the “JV”) to provide it liquidity to the closing date, and the Company shall be relieved of all existing liabilities owing to the Company’s senior secured lender Oxford Finance LLC (“Oxford”). The sale transaction is expected to close in the first quarter of 2025.
The Company’s Management Board and Supervisory Board, on the basis of a recommendation by the Company’s fully independent Transaction Committee, have unanimously approved and unanimously recommend to shareholders the proposed transaction, as they believe it is in the best interest of CENTOGENE and its shareholders and other stakeholders and will create sustainability for the business and its mission.
Transaction Highlights
- The proposed transaction is the result of an extensive strategic alternatives review process announced by the Company in February 2024 and is expected to result in minimal disruption to CENTOGENE’s customers, bolster dedication to quality and service, and foster ongoing innovation for the benefit of patients
- The Company has entered into definitive agreements with Charme for the sale of
100% ownership in Centogene GmbH, CENTOGENE’s sole operating subsidiary, certain intercompany receivables, and assumption of the Company’s loan granted by Oxford for a purchase price of EUR 8,717,906.80. Charme also intends to inject additional capital into Centogene GmbH at closing, which will be used to financially realign the business and promote strategic growth - The aggregate purchase price represents a premium of up to approximately
25% to the Centogene N.V. closing price per share on November 12, 2024, the last trading day prior to the proposed transaction’s announcement, and a premium of up to approximately19% to the average volume weighted closing price per share for the 60 days prior to and including November 12, 2024, of USD 0.17 - The Company will convene an Extraordinary General Meeting ("EGM") in connection with the proposed transaction in December 2024. The Company’s Management Board and the Supervisory Board unanimously recommend that shareholders vote in favor of the resolutions to be proposed at the EGM
- The three longstanding (direct or indirect) shareholders of the Company, Deutsche Private Equity DPE, TVM Capital, and Care Ventures, as well as all the Managing Directors of Centogene N.V. have irrevocably undertaken on customary terms and conditions to vote their respective shares in the Company in favor of the resolutions. Together, these votes represent approximately
57% of the Company’s outstanding shares - The proposed transaction is expected to close in the first quarter of 2025, subject to the satisfaction or waiver of certain conditions, including (1) completion of all regulatory requirements in Saudi Arabia, (2) approval with a majority of the votes cast in the EGM, (3) the execution and effectiveness of agreements to transfer to Centogene GmbH all of the Company’s equity and commercial interests in the JV, (4) the assumption by Charme’s affiliate of all of the Company’s rights, obligations and liabilities under the existing Convertible Loan Agreement between the Company and Pharmaceutical Investment Company and (5) the execution and effectiveness of an amendment and restatement of the Company’s existing Loan and Security Agreement with Oxford pursuant to which Charme’s affiliate will become party to the Loan and Security Agreement and the Company will be relieved of all rights, obligations and liabilities thereunder
- To ensure operational liquidity for the duration of the transaction process, the JV has agreed to provide Centogene GmbH up to EUR 15,000,000 in funding pursuant to a short-term loan facility, which will be secured by certain accounts receivable owing to the Company
Liquidation and Distribution to Shareholders
Following the closing of the proposed transaction, Centogene N.V. and its remaining subsidiaries (Centogene Switzerland AG and CentoSafe B.V.) will no longer have any operations. The Company intends to liquidate such remaining subsidiaries and propose to the Company’s shareholders at the EGM that the Company enter into dissolution and liquidation in accordance with the laws of the Netherlands and its organizational documents. Thereafter, the Company intends to suspend its reporting obligations under the U.S. Securities Exchange Act and its securities will no longer be listed on the OTC market.
It is expected that the Company will make a liquidation distribution to its shareholders of up to
Upcoming EGM
The Company will invite shareholders to its EGM relating to the transaction and the liquidation in December 2024 and will make available to its shareholders certain other materials in connection with such meeting.
The Company will file a Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”) regarding the transaction on November 13, 2024.
INVESTORS ARE ENCOURAGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE MATERIALS MADE AVAILABLE TO SHAREHOLDERS IN CONNECTION WITH THE EGM AND THE FORM 6-K WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Centogene N.V. This announcement is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
About CENTOGENE
CENTOGENE’s mission is to provide data-driven, life-changing answers to patients, physicians, and pharma companies for rare and neurodegenerative diseases. We integrate multiomic technologies with the CENTOGENE Biodatabank – providing dimensional analysis to guide the next generation of precision medicine. Our unique approach enables rapid and reliable diagnosis for patients, supports a more precise physician understanding of disease states, and accelerates and de-risks targeted pharma drug discovery, development, and commercialization.
Since our founding in 2006, CENTOGENE has been offering rapid and reliable diagnosis – building a network of approximately 30,000 active physicians. Our ISO, CAP, and CLIA certified multiomic reference laboratories in Germany utilize Phenomic, Genomic, Transcriptomic, Epigenomic, Proteomic, and Metabolomic datasets. This data is captured in our CENTOGENE Biodatabank, with over 850,000 patients represented from over 120 highly diverse countries, over
By translating our data and expertise into tangible insights, we have supported over 50 collaborations with pharma partners. Together, we accelerate and de-risk drug discovery, development, and commercialization in target and drug screening, clinical development, market access and expansion, as well as offering CENTOGENE Biodata Licenses and Insight Reports to enable a world healed of all rare and neurodegenerative diseases.
To discover more about our products, pipeline, and patient-driven purpose, visit www.centogene.com and follow us on LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project,” “plan,” “is designed to,” “potential,” “predict,” “objective” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” and “may,” or the negative of these are generally intended to identify forward-looking statements. Forward-looking statements may include statements regarding the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed transaction considering the various closing conditions, the sufficiency of the funding provided under the short-term loan agreement to finance the Company to the closing date of the proposed transaction, the amount of funds (if any) from the proposed transaction available to pay to the Company’s stockholders in a liquidation distribution, the Company’s plans to dissolve, liquidate and suspend its reporting obligations under the U.S. securities laws, and any assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause CENTOGENE’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward- looking statements. Such risks and uncertainties include, among others, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and prospects, (ii) uncertainties as to the timing of the consummation of the proposed transaction and the potential failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining requisite shareholder and regulatory approvals, (iii) the proposed transaction may involve unexpected costs, liabilities or delays, (iv) the effect of the announcement, pendency or completion of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company does business, or on the Company’s operating results and business generally, (v) the Company’s business may suffer as a result of uncertainty surrounding the proposed transaction and disruption of management’s attention due to the proposed transaction, (vi) the outcome of any legal proceedings related to the proposed transaction or otherwise, (vii) the Company may be adversely affected by other economic, business and/or competitive factors, (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the SPA and the proposed transaction, (ix) restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities, (x) negative economic and geopolitical conditions and instability and volatility in the worldwide financial markets, (xi) possible changes in current and proposed legislation, regulations and governmental policies, (xii) the Company’s ability to streamline cash usage, (xiiii) the Company’s continued ongoing compliance with covenants linked to financial instruments, (xiv) the Company’s requirement for additional financing and (xv) the Company’s ability to continue as a going concern. For further information on the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to CENTOGENE’s business in general, see CENTOGENE’s risk factors set forth in CENTOGENE’s Form 20-F filed on May 15, 2024, with the SEC and subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and CENTOGENE specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
CONTACT
CENTOGENE
Melissa Hall
Corporate Communications
Press@centogene.com
Lennart Streibel
Investor Relations
IR@centogene.com
FAQ
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