CENTOGENE and Lifera, a Public Investment Fund (PIF) Company, Complete Strategic Joint Venture Transaction - Seite 2

Strong Synergy With Focus on Genetic Conditions

CENTOGENE is the current market leader in outsourced genetic testing for patients in Saudi Arabia. Lifera Omics will build on this strength with an advanced laboratory and bioinformatics infrastructure, also leveraging the CENTOGENE Biodatabank. This is the world’s largest real-world integrated multiomic data repository in rare and neurodegenerative diseases, which has more than 70 million unique variants and over 60,000 Saudi Arabian patient datasets. Lifera Omics will develop capabilities for genetic and multiomic testing and interpretation, working collaboratively with CENTOGENE globally, and serving as a vehicle for large national screening and genomics programs. As such, patients in Saudi Arabia and the GCC, a rapidly growing region with over 56 million inhabitants, will have increased access to the world’s most advanced and effective diagnostic offerings, which is at the core of Lifera’s strategic objectives to contribute to improving national resilience and health outcomes.

Additional Information

Under the terms of the transaction, both Lifera and CENTOGENE will make an investment into Lifera Omics, and the initial funding will reflect an ownership structure of an 80%-20% split between Lifera and CENTOGENE, respectively. CENTOGENE is also eligible for performance-related milestone payments, including a $10 million upfront JV milestone payment, as well as revenue-based royalties until the year 2033. Both parties will be represented on the board of Lifera Omics, and two Lifera representatives will join CENTOGENE’s Supervisory Board.

In addition, Lifera made an investment in CENTOGENE in the form of a mandatorily convertible loan with a total aggregate principal amount of $30 million. The term of the convertible loan is six months, automatically converting into common stock no more than six months from October 26, 2023, while providing CENTOGENE the ability to trigger earlier conversion.

Moelis LLC acted as a financial advisor to CENTOGENE on the transaction. Davis Polk & Wardwell London LLP acted as legal advisor to CENTOGENE on the transaction. Ernst & Young acted as financial advisor to Lifera on the transaction. Latham & Watkins acted as legal advisor to Lifera on the transaction.

Additional information regarding this announcement and the Companies’ Joint Venture can be found in the Current Report on Form 6-K that the Company intends to file today with the U.S. Securities and Exchange Commission and Form 6-K filed by the Company on Oct 27, 2023.