06.07.2018
Biofrontera AG DE0006046113
DGAP-News: Biofrontera AG: Biofrontera AG will be completing a voluntary review of the February 2018 share issuance
DGAP-News: Biofrontera AG / Key word(s): Miscellaneous
Biofrontera AG: Biofrontera AG will be completing a voluntary review of the
February 2018 share issuance
06.07.2018 / 15:19
The issuer is solely responsible for the content of this announcement.
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Biofrontera AG will be completing a voluntary review of the February 2018
share issuance
Leverkusen, Germany - 06 July 2018 - Biofrontera AG (NASDAQ: BFRA; Frankfurt
Stock Exchange: B8F) ("Biofrontera" or the "Company"), an international
biopharmaceutical company, today provided clarification in respect to the
allegations made by Deutsche Balaton AG. The Company dismisses the
allegations in their entirety.
Biofrontera has decided today to obtain the opinion of an unbiased
subject-matter expert in order to counter the accusations made by Deutsche
Balaton AG and to provide transparency to its shareholders.
Background
On January 29th, 2018, Biofrontera announced the decision to increase its
share capital by issuing up to 6,000,000 new ordinary shares ("New Shares").
Concurrently, Biofrontera was to close a public offering of American
Depositary Shares ("ADSs") in the US and complete the listing of the ADSs on
the US stock exchange NASDAQ.
The Company initially offered New Shares to its existing holders of ordinary
shares through a preemptive rights offering pursuant to German law. Those
shareholders were able to exercise the preemptive rights offering between
January 30, 2018 and February 12, 2018 through their brokers.
Only those New Shares that were not subscribed by Biofrontera AG
shareholders under the preemptive rights offering (so called "Rump Shares")
could be acquired by US investors in the form of ADSs. Concurrently, ADSs
were listed on the US stock exchange NASDAQ, through which the Company
successfully gained access to the US capital market.
Under the New Share offering, Biofrontera issued ordinary shares at a
subscription price of EUR4.00 per share, which was set on February 9, 2018
based on the closing price of EUR5.45 per Biofrontera share in XETRA trading
on the Frankfurt Stock Exchange on February 8, 2018. This represents a
discount of approximately 26.6%. Note that at that time, the Company's share
price had experienced a steep temporary increase after the intention to
carry out the capital increase in connection with a US IPO and NASDAQ
listing was published on January 11, 2018.
Since then, Deutsche Balaton AG and other persons acting in concert with it
have continued to publicly accuse Biofrontera AG of having acted
illegitimately with regard to the execution of the capital increase, the US
IPO and the US listing.
The main allegations are as follows:
- It was inadmissible to announce a subscription price on February 9, 2018
for the New Share offering as certain brokers (please note: very few only)
closed the preemptive rights offering of ordinary shares before the deadline
on February 12, 2018.
- It was inadmissible to determine the subscription price of EUR4.00 per
share considering the higher closing price of EUR6.00 (which is factually
incorrect, see above) for Biofrontera shares at the time of the offering.
- It was inadmissible to use the Rump Shares as basis for the public
offering in the US, especially considering Deutsche Balaton AG offered a
price of EUR4.40 per share after the announcement of the subscription price
of EUR4.00 per share.
Among other things, Deutsche Balaton AG attempted to prevent the share
capital increase, which could have caused severe consequences and
disadvantages for Biofrontera AG and its shareholders, even in case of only
a temporary delay. However, Deutsche Balaton AG's allegations that the
fixing of the subscription price on February 9, 2018 was illegal, even
immoral, was rejected in court.
In case of a share capital increase as described, German law allows for a
company to discount the subscription price by up to 50% compared to the
current closing price per share on the stock market. In this case, the
subscription price represented a discount of 26.6%.
Management of Biofrontera AG consulted with a major international law firm
to obtain an opinion regarding the use of Rump Shares as basis for the
public offering in the US. The law firm confirmed, among other things, the
existence of a recognized corporate interest, which must be taken into
account when using Rump Shares, to complete an additional listing on a
foreign capital market.
Overall, the Company dismisses the allegations in their entirety.
Nonetheless, Biofrontera AG, in accordance with the Deutsche
Schutzvereinigung für Wertpapierbesitz e.V. (German Association for the
Protection of Securities Ownership) (DSW), has decided to obtain the opinion
of an unbiased subject-matter expert to counter the allegations made by
Deutsche Balaton AG and to provide transparency for its shareholders.
Biofrontera will coordinate the selection of the unbiased expert with DSW.
Biofrontera AG will keep its shareholders informed about the further
progress and the results of the investigation.
With this approach, the Company aims to meet the obvious need for
information and thus, resolve this situation. It should also be noted that
it is not in the interest of Biofrontera and its shareholders to settle even
further disputes in court, as these also tie up considerable financial and
personnel resources, which are better invested in the operational progress
for the benefit of the company, the employees and the shareholders.
-END-
For enquiries, please contact: +49 (0) 214 87 63 2 0
[email protected]
Biofrontera AG
Thomas Schaffer, Chief Financial Officer
IR Germany: Brainwell Asset Solutions +49 (0) 152 08931514
Jürgen Benker
IR UK: Seton Services +44 (0) 207 224 8468
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
that we will file 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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06.07.2018 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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Biotechnologie , 604611 , B8F , XETR:B8F