CAMBRIDGE, Mass., ROSTOCK, Germany, and BERLIN, March 12, 2025 — Centogene N.V. (OTC: CNTGF) (“CENTOGENE” or the “Company”) announced today that it has finalized the sale of its operating subsidiaries to an affiliate of Charme Capital Partners Limited (“Charme”).
The transaction, initially announced on November 13, 2024, involved the sale of 100% ownership of Centogene GmbH, CENTOGENE’s primary operating subsidiary, along with certain intercompany receivables, and the transfer of the Company’s loan from Oxford Finance LLC.
On December 4, 2024, an Extraordinary General Meeting (“EGM”) was held where shareholders approved all proposals related to the transaction.
Following the completion of the transaction, the Company and its remaining subsidiary, Centogene Switzerland AG, will cease operations. Centogene Switzerland AG will be liquidated, and the Company will undergo dissolution and liquidation as per Dutch law and its organizational documents, effective from the transaction’s completion, as approved by shareholders at the EGM.
The Company anticipates making a liquidation distribution to its shareholders. The precise amount of any liquidation distribution will factor in the Company’s expected operational costs until the liquidation is finalized, as well as any reserves established to cover expenses, liabilities, and legal requirements. The specific record date and payment date for the liquidation distribution, if any, will be announced on the company’s investor website when available. The Company’s reporting obligations under the U.S. Securities Exchange Act have been suspended, and its securities are expected to be delisted from the OTC market.
INVESTORS ARE ADVISED TO CAREFULLY REVIEW ALL MATERIALS PROVIDED TO SHAREHOLDERS IN CONNECTION WITH THE EGM AND THE FORM 6-K FILED ON NOVEMBER 13, 2024, AS THEY CONTAIN CRUCIAL INFORMATION REGARDING THE COMPANY, THE TRANSACTION, AND RELATED MATTERS.
This announcement is not an offer to buy or subscribe for any securities in Centogene N.V., nor is it a solicitation of any offer. This announcement is not intended for release, publication, or distribution, whether in whole or in part, directly or indirectly, in any jurisdiction where such actions would be unlawful.
Forward-Looking Statements
This press release includes “forward-looking statements” as defined by U.S. federal securities laws. Statements that are not clearly historical are forward-looking and are generally identified by terms like “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project,” “plan,” “is designed to,” “potential,” “predict,” “objective,” and similar expressions, as well as future or conditional verbs like “will,” “would,” “should,” “could,” “might,” “can,” and “may,” or their negative forms. Forward-looking statements may address the amount of funds (if any) available from the transaction for a liquidation distribution to the Company’s stockholders, the Company’s liquidation and dissolution plans, and any underlying assumptions. These statements involve known and unknown risks, uncertainties, and other significant factors that could cause CENTOGENE’s actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these statements. These risks and uncertainties include, among others: (i) the possibility that the reserves required by the Company will be higher than expected; (ii) potential unknown contingencies or liabilities and the Company’s ability to manage them; (iii) the outcome of any legal proceedings related to the transaction, the dissolution and liquidation of the Company or its subsidiaries, or other matters; (iv) economic, business, and/or competitive factors that may negatively affect the Company; (v) adverse economic and geopolitical conditions and instability and volatility in global financial markets; (vi) potential changes in current and proposed legislation, regulations, and governmental policies; (vii) the Company’s ability to optimize cash usage; and (viii) the Company’s ongoing compliance with covenants tied to financial instruments. For more details on risks and uncertainties that could cause actual results to vary from those in the forward-looking statements, as well as risks related to CENTOGENE’s overall business, refer to CENTOGENE’s risk factors in its Form 20-F filed with the SEC on May 15, 2024, and subsequent filings. Any forward-looking statements in this release are valid only as of the date of this release, and CENTOGENE explicitly disclaims any obligation to update them, whether due to new information, future events, or other reasons.
CONTACT
Communications
Investor Relations
“`