UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 4)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) | ☐ | |
Securities Act Rule 802 (Exchange Offer) | ☐ | |
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☐ | |
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☒ | |
Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ | |
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) | ☐ |
Biofrontera AG
(Name of Subject Company)
Not applicable
(Translation of Subject Company’s Name into English (if applicable)
Federal Republic of Germany
(Jurisdiction of Subject Company’s Incorporation or Organization)
Deutsche Balaton Biotech AG
DELPHI Unternehmensberatung Aktiengesellschaft
(Name of Person(s) Furnishing Form)
Ordinary Shares
(Title of Class of Subject Securities)
Not applicable
(CUSIP Number of Class of Securities (if applicable))
Rolf Birkert
Wilhelm Konrad Thomas Zours
Ziegelhäuser Landstrasse 1
69120 Heidelberg, Germany
Copies to:
Marc A. Leaf
Drinker Biddle & Reath LLP
1177 Avenue of the Americas
New York, New York 10036
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
June 21, 2019
(Date
Tender Offer/Rights Offering Commenced)
PART I – INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a)
* | Previously furnished. |
(b) | Not applicable. |
Item 2. | Informational Legends |
Not applicable.
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PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1) | Not applicable. |
(2) | Not applicable. |
(3) | Not applicable. |
PART III – CONSENT TO SERVICE OF PROCESS
Deutsche Balaton Biotech AG and DELPHI Unternehmensberatung Aktiengesellschaft have previously filed an irrevocable consent and power of attorney on Form F-X in connection with this Form CB.
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PART IV – SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Deutsche Balaton Biotech AG | ||
By: | /s/ Rolf Birkert | |
Name: | Rolf Birkert | |
Title: | Board Member | |
DELPHI Unternehmensberatung Aktiengesellschaft | ||
By: | * | |
Name: | Wilhelm Konrad Thomas Zours | |
Title: | Board Member |
* By: | |
/s/ Philipp Wiedmann | |
Name: Philipp Wiedmann | |
Title: Attorney-in-fact |
Date: July 12, 2019
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Exhibit 99.11
Deutsche Balaton Biotech AG (Frankfurt am Main)
DELPHI Unternehmensberatung Aktiengesellschaft (Heidelberg)
Announcement pursuant to Section 23 Para. 1 Clause 1 No. 1 of the German Securities
Acquisition and Takeover Act (“WpÜG”)
Deutsche Balaton Biotech AG (" DB Biotech ") with its registered office in Frankfurt am Main, business address in 69120 Heidelberg, Ziegelhäuser Landstraße 1, and DELPHI Unternehmensberatung Aktiengesellschaft (" DELPHI ") with its registered office in Heidelberg, business adress ibidem (DB Biotech and DELPHI hereinafter jointly referred to as the " Bidders ") have published the offer document for their Voluntary Acquisition Offer (" Acquisition Offer ") to the shareholders of Biofrontera AG, Leverkusen, (" Target Company ") for the acquisition of up to 500,000 registered shares of Biofrontera AG (ISIN DE0006046113 / WKN 604611) (" Biofrontera Shares ") against payment of a cash benefit of original EUR 7.20 per share on 21 June 2019. On 1 July 2019, the bidders announced that they would increase the consideration to EUR 8.00 per Biofrontera share. The Offer Amendment and a notice in the Federal Gazette were published on 4 July 2019. The offer document and the Offer Amendment are available on the Internet at
https://www.deutschebalatonbiotech.de/erwerbsangebot-biofrontera-2019.
The period for acceptance of the Acquisition Offer ends on 19 July 2019, 24:00 hours (local time Frankfurt am Main).
Until 12 July 2019, 11:00 a.m. (local time Frankfurt am Main) (" Reporting Date ") the Acquisition Offer was accepted for a total of 31,443 (in words: thirty-one thousand four hundred forty-three) Biofrontera Shares. This corresponds to 0.07 % of the share capital and the voting rights of the Target Company.
The Bidders and the persons acting jointly with the Bidders held the following Biofrontera Shares as of the Reporting Date:
● | DB Biotech: 1,247,981 Biofrontera Shares, corresponds to 2.80 % of the voting rights of the Target Company; | |
● | DELPHI: 6,441,784 Biofrontera Shares, corresponds to 14.43 % of the voting rights of the Target Company; | |
● | Deutsche Balaton Aktiengesellschaft: 1,328,447 Biofrontera Shares, corresponds 2.98 % of the voting rights of the Target Company; | |
● | ABC Beteiligungen AG: 101,455 Biofrontera Shares, corresponds to 0.23 % of the voting rights of the Target Company; | |
● | Sparta AG: 3,215,000 Biofrontera Shares, corresponds to 7.20 % of the voting rights of the Target Company; | |
● | Prisma Equity AG: 180,632 Biofrontera Shares, corresponds to 0.40 % of the voting rights of the Target Company. | |
● | AEE Ahaus-Enscheder AG: 1,000 Biofrontera Shares, corresponds to 0.00 % of the voting rights of the Target Company. |
● | MARNA Beteiligungen AG: 1,000 Biofrontera Shares, corresponds to 0.00 % of the voting rights of the Target Company. | |
● | Youbisheng Green Paper AG: 1,000 Biofrontera Shares, corresponds to 0.00 % of the voting rights of the Target Company. |
● | Ming Le Sports AG: 1,000 Biofrontera Shares, corresponds to 0.00 % of the voting rights of the Target Company. |
● | Strawtec Group AG: 1,000 Biofrontera Shares, corresponds to 0.00 % of the voting rights of the Target Company. |
The Bidders and the persons acting jointly with the Bidders thus together hold a total of 12,520,299 Biofrontera Shares. This corresponds to approximately 28.05 % of the share capital and voting rights of the Target Company.
The voting rights from Biofrontera Shares held by DB Biotech are attributed to Deutsche Balaton AG, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr Wilhelm K. T. Zours pursuant to Section 30 Para. 1 Clause 1 no. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by DELPHI are attributed to Mr. Wilhelm K. T. Zours pursuant to Section 30 Para. 1 Clause 1 no. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by Deutsche Balaton are attributed to VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by ABC Beteiligungen AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by Sparta AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by Prisma Equity AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG. The Biofrontera Shares held by Prisma Equity AG are being held on a trust basis for DB Biotech and are used to serve the claim of assignment of Biofrontera Shares to which the owners of the stock purchase warrant issued by DB Biotech in 2018 are entitled. For this reason, the Biofrontera Shares held by Prisma Equity AG are also attributed to DB Biotech pursuant to Section 30 Para. 1 Clause 1 No. 2 WpÜG. Due to the allocation to DB Biotech described above, the Biofrontera Shares held by Prisma Equity AG are also attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft and Mr Wilhelm K. T. Zours pursuant to Section 30 Para. 1 Clause 1, No. 2, Clause 2 WpÜG.
The voting rights from Biofrontera Shares held by AEE Ahaus-Enscheder AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
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The voting rights from Biofrontera Shares held by MARNA Beteiligungen AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by Youbisheng Green Paper AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by Ming Le Sports AG are attributed to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
The voting rights from Biofrontera Shares held by Strawtec Group AG are attributed to DELPHI and Mr. Wilhelm K. T. Zours each pursuant to Section 30 Para. 1 Clause 1 No. 1, Clause 3 WpÜG.
Consequently, Mr. Wilhelm K.T. Zours is attributed voting rights from a total of 12,520,299 Biofrontera Shares. This corresponds to a share of 28.05 % of the capital stock and voting rights of Biofrontera AG.
The total number of Biofrontera Shares for which the Acquisition Offer has already been accepted as of the Reporting Date, plus the number of Biofrontera Shares directly held by the Bidders and the persons acting in concert with the Bidders as of the Reporting Date, therefore amounts to 12,551,742 Biofrontera Shares, corresponds to approximately 28.12 % of the share capital and voting rights of the Target Company.
In addition to the aforementioned shareholdings, neither the Bidders nor any of the persons acting jointly with the Bidders within the meaning of Section 2 para. 5 WpÜG or their subsidiaries hold shares of the Target Company and no further voting rights from Biofrontera Shares pursuant to Section 30 WpÜG are attributable to them. Instruments within the meaning of Sections 38, 39 of the Securities Trading Act (“WpHG”) are held neither by the Bidders nor by persons acting jointly with the Bidders or their subsidiaries.
This publication is available - at the same time also in a non-binding English translation - as follows:
on the Internet at: https://www.deutschebalatonbiotech.de/erwerbsangebot-biofrontera-2019
on the Internet dated: 12 July 2019
Heidelberg, the 12 July 2019
Deutsche Balaton Biotech AG
DELPHI Unternehmensberatung Aktiengesellschaft
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Exhibit 99.12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS , that the undersigned each hereby constitutes and appoints Uwe Pirl and Philipp Wiedmann , and each of them, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of the undersigned as an individual or in the undersigned’s capacity as an officer, director, board member, or other representative, as applicable, of any corporation, limited liability company or other entity, pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, and the Investment Advisers Act of 1940, in each case as amended from time to time, and any and all rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, or pursuant to any U.S. state securities or “blue sky” law, or the rules of any U.S. national securities exchange, registered securities association, or other self-regulatory organization (collectively, “ U.S. Securities Laws and Rules ”), under seal or otherwise, and to acknowledge and file or furnish the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission, and with any other entity, when and if such execution, acknowledgment, and filing or furnishing is mandated by the U.S. Securities Laws and Rules, or any of them, as applicable, granting unto said attorney-in-fact the full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, to fulfill the foregoing purposes, to the full extent that the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF , this Power of Attorney has been signed as of the 12th day of July, 2019.
/s/ Rolf Birkert | |
Rolf Birkert | |
/s/ Jens Jüttner | |
Jens Jüttner | |
/s/ Wilhelm Konrad Thomas Zours | |
Wilhelm Konrad Thomas Zours |