ROSTOCK, GERMANY, May 27, 2026, — Crown LiquidationCo N.V. in liquidatie (OTC: CNTGF) (formerly Centogene N.V.) (the “Company“), today announced that trading in its ordinary shares (“Ordinary Shares”) on the OTC market ceased, with an effective date (“Effective Date”) of May 27, 2026, and expects to make an advance liquidation distribution (uitkering bij voorbaat) of approximately $0.10006 per Ordinary Share to eligible shareholders and holders of vested equity awards as part of the liquidation process of the Company.
The Company intends to make two liquidation distributions on a pro-rata basis to all shareholders and holders of vested equity awards, as if such holders hold the Ordinary Shares underlying such equity awards as of the Effective Date:
The Effective Date is May 27, 2026, being the date on which trading in the Ordinary Shares on the OTC market (ticker: CNTGF) ceased, as confirmed by the Financial Industry Regulatory Authority (FINRA). The Effective Date is also the record date for the First Distribution and the Second Distribution. Only shareholders and vested equity award holders as at close of business on the Effective Date shall be eligible to receive such distributions. The Company has coordinated with FINRA and OTC Markets Group in connection with the cessation of trading of the Ordinary Shares and is working with its transfer agent, Equiniti Trust Company, LLC (“Equiniti”), to facilitate the distribution process for the First Distribution and the Second Distribution (if any). The Company emphasizes that, as a general principle, following the cessation of trading of the Ordinary Shares any transfer of Ordinary Shares will require a notarial deed of transfer under Dutch law in order to be valid.
Shareholders who hold their Ordinary Shares through a broker, nominee or other financial intermediary should contact their broker, nominee or other financial intermediary for further information regarding the timing and mechanics of the First Distribution and the Second Distribution (if any). With respect to the First Distribution, the Company and Equiniti, as transfer agent, will contact eligible shareholders with further details regarding next steps, including payment instructions and applicable forms.
Following payment of the First Distribution, the Company intends to file its liquidation accounts and plan of distribution with the Dutch Trade Register and the Company’s office address, and the Liquidator shall cause the publication of such filing in a Dutch daily newspaper with national distribution, in accordance with the relevant requirements under Dutch law. Creditors may oppose these liquidation accounts for a period of two (2) months following such publication. In case no creditor opposition has been lodged in a timely manner and in accordance with Dutch law, the Liquidator shall proceed with the Second Distribution (if any) in accordance with the liquidation accounts and plan of distribution.
Investors are encouraged to read carefully and in their entirety the materials made publicly available in connection with the Extraordinary General Meeting held on December 4, 2024 and the form 6-k filed on November 13, 2024, as they contain important information about the Company, the Company’s liquidation and related matters.
In the Extraordinary General Meeting held on December 4, 2024, the Company indicated that a final liquidation distribution would be made upon completion of the liquidation process and associated formalities under applicable law. Following further review by the Liquidator and the Supervisory Board, the Company has determined that an advance liquidation distribution prior to the formal completion of the liquidation process (i.e., the First Distribution is appropriate and in the best interests of shareholders. This determination reflects, among other things, the substantial completion of the Company’s wind-down activities, the assessment of the Company’s remaining liabilities and obligations, and the anticipated availability of sufficient liquidity to support an advance distribution while maintaining appropriate reserves for anticipated remaining costs and contingencies.
The Liquidator has confirmed that, in accordance with the applicable provisions of Dutch law, the Company’s financial position justifies the making of the First Distribution.
This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company 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.
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 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 outcome of any legal proceedings related to the Transaction, the dissolution and liquidation of the Company or its subsidiaries or otherwise, (ii) economic, business and/or competitive factors that may adversely affect the Company, (iii) negative economic and geopolitical conditions and instability and volatility in the worldwide financial markets, (iv) possible changes in current and proposed legislation, regulations and governmental policies, (v) the Company’s ability to streamline cash usage and (vi) 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.
U.S. Securities and Exchange Commission Archive
Convening notice with explanatory notes – EGM 2024.pdf
