CENTOGENE Closes Strategic Transaction with Private Equity Group Charme Capital Partners
Rhea-AI Summary
Centogene N.V. (OTC: CNTGF) has completed the sale of its operating subsidiaries to Charme Capital Partners affiliate, as previously announced on November 13, 2024. The transaction includes the sale of 100% ownership in Centogene GmbH and certain intercompany receivables, along with the assumption of the Company's Oxford Finance loan.
Following shareholder approval at the December 4, 2024 Extraordinary General Meeting, Centogene N.V. and its remaining subsidiary, Centogene Switzerland AG, will cease operations. The company will proceed with the liquidation of Centogene Switzerland AG and enter dissolution in accordance with Dutch law. A liquidation distribution to shareholders is expected, with the exact amount dependent on running costs and necessary reserves for expenses and liabilities.
The Company's securities will no longer be quoted on the OTC market, and its reporting obligations under the U.S. Securities Exchange Act have been suspended.
Positive
- Complete sale of operating assets provides potential return to shareholders through liquidation distribution
Negative
- Company ceasing all operations and delisting from OTC markets
- Shareholders face uncertainty regarding final liquidation distribution amount
- Complete dissolution of the company and loss of business continuity
Insights
CENTOGENE has closed its strategic transaction with Charme Capital Partners, selling its sole operating subsidiary Centogene GmbH. This represents a terminal event for the company as an ongoing business entity. Following this closure, CENTOGENE and its remaining subsidiary will have no operations, and the company will enter dissolution and liquidation in accordance with Dutch law.
This transaction effectively marks the end of CENTOGENE as a going concern. Shareholders can expect to receive a liquidation distribution, though the exact amount remains undetermined as it will depend on remaining running costs through liquidation finalization and any reserves established for expenses and liabilities. The company has already had its reporting obligations under the U.S. Securities Exchange Act suspended, and its securities will cease trading on the OTC market.
From a shareholder perspective, this represents a definitive end-state for the investment. The transaction was approved at an Extraordinary General Meeting in December 2024, indicating shareholder support for this exit strategy. While liquidation typically signals business failure, structured liquidations can sometimes represent the best possible outcome for shareholders when other alternatives have been exhausted.
Without specific financial details on the transaction value or expected liquidation proceeds, it's impossible to assess whether this represents fair value for investors. However, the fact that Oxford Finance's loan is being assumed by the buyer suggests this was a structured exit rather than a distressed fire sale.
This transaction represents a complete corporate transformation strategy - from operational entity to liquidation vehicle. The sale of Centogene GmbH, the company's sole operating subsidiary, to Charme Capital Partners signals a strategic exit rather than operational restructuring.
Private equity acquisitions of this nature typically occur when the buyer identifies value that can be unlocked through private ownership, away from public market pressures. For Charme, this likely represents an opportunity to acquire specialized assets or capabilities within Centogene GmbH that align with their investment thesis.
For CENTOGENE shareholders, this transaction provides clarity and certainty in an otherwise potentially uncertain situation. The company's decision to fully liquidate rather than attempt to reinvent itself with new acquisitions or pivot to a new business model suggests management and the board determined this was the optimal path forward.
Particularly notable is the inclusion of Oxford Finance loan assumption by the buyer, which indicates a comprehensive transaction structure designed to cleanly separate the operating business from the public shell. The deliberate and structured nature of this wind-down process, including the planned liquidation of the Swiss subsidiary and proper shareholder distributions, demonstrates a methodical approach to maximizing remaining shareholder value in a terminal scenario.
CAMBRIDGE, Mass. and ROSTOCK, Germany and BERLIN, March 12, 2025 (GLOBE NEWSWIRE) -- Centogene N.V. (OTC: CNTGF) (“CENTOGENE” or the “Company”) today announced it has closed its transaction to sell its operating subsidiaries to an affiliate of Charme Capital Partners Limited (“Charme”).
As announced on November 13, 2024, the Company had entered into definitive agreements with Charme for the sale of
On December 4, 2024, the Company held an Extraordinary General Meeting ("EGM") in connection with the Transaction, where shareholders voted in favor of all proposals.
Following the closing of the Transaction, the Company and its remaining subsidiary, Centogene Switzerland AG, will no longer have any operations. The Company intends to liquidate Centogene Switzerland AG, and the Company will enter dissolution and liquidation in accordance with the laws of the Netherlands and its organizational documents with effect from the consummation of the Transaction as resolved upon by its shareholders at the EGM.
It is currently expected that the Company will make a liquidation distribution to its shareholders. The exact liquidation distribution, if any, will take into account the Company’s anticipated running costs through the finalization of the liquidation and any reserves the Company may establish to satisfy expenses and other liabilities and to comply with applicable law. The exact record date and payment date of the liquidation distribution, if any, will be communicated by the Company on its investor website when available. The Company’s reporting obligations under the U.S. Securities Exchange Act have been suspended and the Company expects that its securities will cease to be quoted on the OTC market.
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 FILED ON NOVEMBER 13, 2024, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE 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.
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 amount of funds (if any) from the Transaction available to pay to the Company’s stockholders in a liquidation distribution, the Company’s plans liquidate and dissolve, 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 amounts that will need to be set aside as reserves by the Company being higher than anticipated; (ii) potential unknown contingencies or liabilities and the Company’s ability to resolve them; (iii) the outcome of any legal proceedings related to the Transaction, the dissolution and liquidation of the Company or its subsidiaries or otherwise, (iv) economic, business and/or competitive factors that may adversely affect the Company, (v) negative economic and geopolitical conditions and instability and volatility in the worldwide financial markets, (vi) possible changes in current and proposed legislation, regulations and governmental policies, (vii) the Company’s ability to streamline cash usage and (viii) the Company’s continued ongoing compliance with covenants linked to financial instruments. 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
Communications
Press@centogene.com
Investor Relations
IR@centogene.com
FAQ
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