12.06.2018
Biofrontera AG DE0006046113
DGAP-News: Biofrontera AG: Biofrontera files lawsuit against W.K.T. Zours, Deutsche Balaton AG and further defendants
DGAP-News: Biofrontera AG / Key word(s): Legal Matter
Biofrontera AG: Biofrontera files lawsuit against W.K.T. Zours, Deutsche
Balaton AG and further defendants
12.06.2018 / 09:25
The issuer is solely responsible for the content of this announcement.
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Biofrontera files lawsuit against W.K.T. Zours, Deutsche Balaton AG and
further defendants
Leverkusen, Germany, June 12, 2018 - Biofrontera AG (NASDAQ: BFRA; Frankfurt
Stock Exchange: B8F) (the "Company"), an international biopharmaceutical
company, today announced that it has filed a complaint in the United States
District Court for the Southern District of New York against Wilhelm Konrad
Thomas Zours ("Zours"), Deutsche Balaton AG ("Deutsche Balaton"), DELPHI
Unternehmensberatung AG, VV Beteiligungen AG, ABC Beteiligungen AG, Deutsche
Balaton Biotech AG ("DB Biotech") (collectively, the "Balaton Defendants"),
alleging, among other things, that the Mr. Zours and the other Balaton
Defendants have violated federal and state laws in various ways,
particularly in connection with DB Biotech's unsolicited offer to purchase
up to 6,250,000 of the Company's shares in exchange for per-share
consideration consisting of one euro plus a warrant entitling the holder
thereof to purchase a share of the Company for the price of one euro. The
Balaton Defendants together are major shareholders of the Company. Please
see Item 7.A-Major Shareholders of the Company's Annual Report on Form 20-F,
filed with the U.S. Securities and Exchange Commission (the "Commission") on
April 30, 2018, for more information on the Balaton Defendants' holdings of
the Company's shares.
As announced on June 11, 2018, the Company's management board and
supervisory board have published, pursuant to German law, a joint opinion
stating their belief that the consideration offered by DB Biotech is
insufficient and that successful completion of the tender offer would not be
in the interests of the Company and its subsidiaries, its employees or its
shareholders, but instead could significantly damage them, and their
recommendation that the Company's shareholders should not accept the offer.
The Company's complaint against the Defendants alleges, in particular, that:
- The Balaton Defendants have violated and continue to violate Section 13(d)
of the U.S. Securities Exchange Act of 1934 (the "34 Act") and the rules
thereunder by failing to file a beneficial ownership report on Schedule 13D
with the Commission when they were required to do so by U.S. federal
securities laws. The Schedule 13D which provides critical information to the
Company, its shareholders and other investors or potential investors in the
Company relating to the identity, resources and intentions of major
shareholders.
- The Balaton Defendants have purchased significant amounts of the Company's
shares following public announcement of a tender offer, in violation of the
Commission's Rule 14e-5 under the 34 Act and rules regarding market
manipulation, which is a rule designed to prevent fraudulent, deceptive or
manipulative acts or practices in connection with a tender offer for equity
securities.
- By publicly offering warrants in the U.S. as part of its tender offer
consideration without filing a registration statement regarding those
securities with the Commission, DB Biotech is engaged in an unlawful public
offering of securities in the U.S. in violation of Section 5 of the U.S.
Securities Act of 1933.
- By knowingly or recklessly publishing false and defamatory statements
regarding the competency of Biofrontera and its officers and directors and
the legality of their actions, Deutsche Balaton and Zours engaged in
deceptive and manipulative acts and practices in connection with DB
Biotech's tender offer for the Company's shares, attempting to depress the
Company's share price in order to make the tender offer more attractive.
- Deutsche Balaton and Zours have engaged in libel and trade libel against
the Company and its officers and directors by publicly issuing letters
containing multiple written defamatory statements concerning Biofrontera
which were false and misleading. These letters were available to all on the
internet.
- Acting out of malice, Deutsche Balaton and Zours tortuously and
intentionally interfered with the Company's initial public offering of
American Depositary Shares in the U.S. by publishing false and misleading
and defamatory statements on its website while the Company was conducting a
U.S. road show and soliciting prospective investors in the U.S.
In addition, the complaint alleges that Axxion S.A. ("Axxion" and, together
with the Balaton Defendants, the "Defendants") has acted in concert with the
Balaton Defendants to form a group for the purpose of acquiring and holding
the Company's shares for the purpose or effect of changing or influencing
control of the Company, without filing a Schedule 13D as required by U.S.
federal securities laws. The Company believes that Axxion and the Balaton
Defendants have acted in concert with respect to their holdings of the
Company's shares since February 2016.
These acts are part of a long, concerted and malicious campaign by the
Balaton Defendants to embarrass, discredit, distract and injure the Company
and its employees, officers, directors and other stakeholders and to control
the Company but without acquiring a controlling stake in the Company's
shares. Moreover, the Company's management believes that the Balaton
Defendants have taken these actions-in particular their publication of
defamatory and libelous statements about the Company and its management-in
order to manipulate and depress the price of the Company's shares to
increase the attractiveness of DB Biotech's tender offer.
The Company is seeking the following relief (among other remedies):
- Compensatory and punitive damages to compensate the Company for injuries
suffered as a result of Deutsche Balaton's and Zours's libel, trade libel
and tortious interference with their business opportunities.
- A declaration that the Defendants have violated Section 13(d) of the 34
Act by failing to file with the Commission a beneficial ownership report on
Schedule 13D to provide the Company, its shareholders and other investors or
potential investors in the Company with critical information that they need
in order to make investment decisions.
- A declaration that the Balaton Defendants have violated Rule 14e-5.
- An injunction mandating the Defendants to file an appropriate Schedule 13D
with the Commission and barring them from voting any of their shares,
acquiring any shares or otherwise trying to acquire shares of or change or
influence control of the Company until six months after such complete and
accurate Schedule 13D is filed with the Commission.
- An injunction barring the Balaton Defendants from purchasing any
additional shares of the Company or voting any shares that they purchased
during the tender offer for a period of six months, and certain other
relief.
Important Information:
This communication is neither an offer to purchase nor the solicitation of
an offer to sell any securities. In response to the tender offer commenced
by DB Biotech referred to in this communication, the Company's management
board and supervisory board have published, pursuant to German law, a joint
opinion with respect to the tender offer (the "Joint Opinion"). The Joint
Opinion has been furnished to the Commission on a Form 6-K submitted by the
Company. Investors and security holders are urged to read the Joint Opinion
and any other relevant documents filed with the SEC (when available),
because they contain important information. Investors and security holders
may obtain a free copy of the Joint Opinion and other documents (when
available) that the Company files with the SEC at the SEC's website at
www.sec.gov and the Company's website at https://www.biofrontera.com/en/.
-End-
Enquiries, please contact: +49 (0) 214 87 63 2 0
Biofrontera AG [email protected]
Thomas Schaffer, Chief Financial Officer
IR UK: Seton Services +44(0) 20 7729 0805
Toni Vallen
IR and PR US: The Ruth Group +1 646-536-7035
IR: Tram Bui +1 508-280-6592
PR: Kirsten Thomas
About Biofrontera:
Biofrontera AG is an international biopharmaceutical company specializing in
the development and commercialization of a platform of pharmaceutical
products for the treatment of dermatological conditions and diseases caused
primarily by exposure to sunlight that results in sun damage to the skin.
Biofrontera's approved products focus on the treatment in the U.S. and
Europe of actinic keratoses, which are skin lesions that can sometimes lead
to skin cancer, as well as the treatment of certain forms of basal cell
carcinoma in the European Union. American Depositary Shares representing
Biofrontera's ordinary shares are listed on the NASDAQ Capital Market under
the symbol "BFRA", and Biofrontera's ordinary shares are listed in the
Frankfurt Stock Exchange (B8F, ISIN: DE0006046113). Information is also
available at www.biofrontera.com.
Forward Looking Statements:
Certain statements in this press release are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding
the public offering and the intended use of proceeds from the offering.
These statements may be identified by the use of forward-looking words such
as "anticipate," "believe," "forecast," "estimate" and "intend," among
others. Such forward-looking statements are based on the currently held
beliefs and assumptions of the management of Biofrontera AG, which are
expressed in good faith and, in their opinion, reasonable. Forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, financial condition, performance, or
achievements of the Company, or industry results, to differ materially from
the results, financial condition, performance or achievements expressed or
implied by such forward-looking statements. These risks, uncertainties and
other factors are set forth in the Registration Statement on Form F-1 filed
with the SEC, including in the section "Risk Factors," and in future reports
filed with the SEC. Given these risks, uncertainties and other factors,
prospective investors are cautioned not to place undue reliance on these
forward-looking statements. The Company does not undertake an obligation to
update or revise any forward-looking statement.
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12.06.2018 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Biofrontera AG
Hemmelrather Weg 201
51377 Leverkusen
Germany
Phone: +49 (0)214 87632 0
Fax: +49 (0)214 87632 90
E-mail: [email protected]
Internet: www.biofrontera.com
ISIN: DE0006046113, NASDAQ: BFRA
WKN: 604611
Listed: Regulated Market in Dusseldorf, Frankfurt (Prime
Standard); Regulated Unofficial Market in Berlin, Hamburg,
Munich, Stuttgart, Tradegate Exchange; Nasdaq
End of News DGAP News Service
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694467 12.06.2018
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