Maruho Deutschland GmbH

  • Land: Deutschland

Nachricht vom 31.05.2019 | 12:45

Tender Offer; <DE0006046113>



Target company: Biofrontera AG; Bidder: Maruho Deutschland GmbH

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.



- Non-binding English Translation -
(Only the German version is legally binding)

Maruho Deutschland GmbH
Düsseldorf

Announcement regarding the Amended Voluntary Public Acquisition Offer
(Partial Offer)
by Maruho Deutschland GmbH to the Shareholders of Biofrontera AG
under the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

Allocation of a new ISIN for the conversion of the Tendered Biofrontera-
Shares from bearer shares to registered shares

Registered shares of Biofrontera AG: ISIN DE0006046113 (WKN 604611)

Tendered Biofrontera-Shares:

old ISIN DE000A2TSHY1 (WKN A2TSHY) - bearer shares
new ISIN DE000A2TSBN7 (WKN A2TSBN) - registered shares

On 15 April 2019, Maruho Deutschland GmbH, with registered office in
Düsseldorf and business address in Leverkusen, Germany ('Bidder'),
published the offer document ('Offer Document') for its voluntary public
acquisition offer, in the form of a partial offer, to the shareholders of
Biofrontera AG, Leverkusen, Germany ('Biofrontera-Shareholders'), to
acquire up to a total of 4,322,530 of their registered no-par value shares
in Biofrontera AG (ISIN DE0006046113 / WKN 604611) ('Biofrontera-Shares')
against a cash consideration of EUR 6.60 per Biofrontera-Share
('Acquisition Offer'). As announced by the Bidder on 26 April 2019, due to
the general meeting convened by Biofrontera AG in connection with the
Acquisition Offer, the acceptance period for the Acquisition Offer will end
on 24 June 2019, 24:00 hours (CET), unless extended pursuant to the
provisions of the German Securities Acquisition and Takeover Act ('WpÜG').

On 27 May 2019, the Bidder amended and updated the Acquisition Offer and
the Offer Document and increased the offered cash consideration to EUR 7.20
per Biofrontera-Share ('Amended Acquisition Offer'). The document
containing the amendment of the Acquisition Offer and the update of the
Offer Document ('Offer Amendment') is available in German as well as in a
non-binding English translation on the internet at http://www.pharma-
offer.de since 27 May 2019.

Change of ISIN for Tendered Biofrontera-Shares

All Biofrontera-Shares are no-par value registered shares. Tendered
Biofrontera-Shares, which have so far been tendered for sale by
Biofrontera-Shareholders, have previously been managed under the ISIN
DE000A2TSHY1 (WKN A2TSHY) with Clearstream Banking AG (cf. Section 11.2.1
of the Offer Document). The ISIN DE000A2TSHY1 however identifies the
Tendered Biofrontera-Shares as bearer shares instead of as registered
shares.

In order to correct this situation, a new ISIN had to be allocated to the
Tendered Biofrontera-Shares, which correctly identifies them as registered
shares.

As described in Section 9.1 of the Offer Amendment published on 27 May
2019, the Tendered Biofrontera-Shares with the ISIN DE000A2TSHY1 ('old
ISIN') identifying them as bearer shares will be converted to Tendered
Biofrontera-Shares with the newly allocated ISIN DE000A2TSBN7 ('new ISIN')
identifying them as registered shares. The conversion is carried out so
that the type of securitisation (Verbriefungsart) of the Tendered
Biofrontera-Shares corresponds to the type of securitisation of the
Biofrontera-Share. After this conversion, the Tendered Biofrontera-Shares
will correctly qualify as registered shares.

Biofrontera-Shareholders who have already effectively accepted the
Acquisition Offer and also wish to accept it in the future, do not need to
take any actions with regard to this conversion. They do also not need to
take any further actions in order to receive the Increased Offer Price of
EUR 7.20 in accordance with the provisions of the Amended Acquisition
Offer.

The Tendered Biofrontera-Shares, which have already been tendered for sale
by these Biofrontera-Shareholders and which were re-booked to the old ISIN
DE000A2TSHY1, will automatically be re-booked by Clearstream Banking AG to
the new ISIN DE000A2TSBN7 correctly identifying the Tendered Biofrontera-
Shares as registered shares.

Biofrontera-Shareholders, who have not yet accepted the Acquisition Offer,
can accept the Amended Acquisition Offer within the acceptance period by
following the procedure described in Section 9.2 of the Offer Amendment.

Declarations of Acceptance, which still relate or refer to the re-booking
of the Tendered Biofrontera-Shares to the old ISIN DE000A2TSHY1, will be
deemed as if relating or referring to the new ISIN DE000A2TSBN7 and will be
treaded in accordance with Section 9.2 of the Offer Amendment.

Leverkusen, 31 May 2019

Maruho Deutschland GmbH



___________________

Important Notices:

This announcement is neither an offer to purchase nor a request to submit
an offer to sell shares in Biofrontera AG. The detailed terms of the
Amended Acquisition Offer as well as further information regarding the
Amended Acquisition Offer, are set out in the Offer Document which has been
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and in the Offer
Amendment. The Acquisition Offer and the Offer Document must be read and
interpreted in conjunction with the Offer Amendment.

Investors and holders of Biofrontera-Shares or American Depositary Shares
('ADS') in Biofrontera AG ('Biofrontera-ADS') are strongly advised to read
the Offer Document and the Offer Amendment, as well as all other documents
relating to the Amended Acquisition Offer, as they contain important
information. The Amended Acquisition Offer is only for Biofrontera-Shares
and holders of Biofrontera-ADS cannot directly tender their Biofrontera-ADS
for sale in connection with the Amended Acquisition Offer. Holders of
Biofrontera-ADS who wish to accept the Amended Acquisition Offer with
regard to the Biofrontera-Shares underlying their Biofrontera-ADS are
entitled to do so but must first timely convert their Biofrontera-ADS to
Biofrontera-Shares, which can then be tendered for sale within the
framework of, in accordance with, and subject to, the terms of the Amended
Acquisition Offer set out in the Offer Document and the Offer Amendment.

Investors and holders of Biofrontera-Shares or Biofrontera-ADS may also
view a non-binding English translation of the documents, notices and
announcements pertaining to the Amended Acquisition Offer on the website of
the U.S. Securities and Exchange Commission ('SEC') (http://www.sec.gov)
free of charge as soon as they have been furnished to the SEC under cover
of Form CB and have become available on the website. Neither the SEC nor
any securities commission of any state in the U.S. has (a) approved or
disapproved of the Amended Acquisition Offer, (b) passed upon the merits or
fairness of the Amended Offer, or (c) passed upon the adequacy or accuracy
of the disclosure in this announcement. Any representation to the contrary
is a criminal offense in the U.S.

The Amended Acquisition Offer set out in the Offer Document and the Offer
Amendment refers to shares of a German company and is made exclusively in
accordance with the laws of the Federal Republic of Germany and certain
applicable provisions of the securities laws and regulations of the United
States of America and the respective applicable exemptions, in particular
the so-called 'Tier I Exemption'. As a result of the Tier I Exemption, the
Amended Acquisition Offer is generally subject to the disclosure and other
requirements and procedures of the Federal Republic of Germany that differ
from those of the United States. Any contract that is concluded on the
basis of the Amended Acquisition Offer will be governed solely by the laws
of the Federal Republic of Germany and is to be construed in accordance
with these laws.

With the exception of the permission to publish the Offer Document in
Germany and pursuant to German law, no other registrations, approvals or
authorizations of the Offer Document, the Offer Amendment or the Amended
Acquisition Offer have been or will be applied for or arranged with
securities regulators of other legal systems.

Leverkusen, 31 May 2019


Maruho Deutschland GmbH

End of WpÜG announcement

The 31.05.2019 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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