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Biofrontera AG: Court Rules 2021 Executive Board and Supervisory Board Resolutions Concerning IPO of Biofrontera Inc. To Be Unlawful
Leverkusen (pta001/06.01.2023/08:25 UTC+1)
Biofrontera AG (ISIN: DE0006046113), an international biopharmaceutical company, announces that the regional court of Cologne ruled on December 9, 2022 that the resolutions of its then Executive Board and its then Supervisory Board of October 1 and 27, 2021, regarding the initial public offering (IPO) by issuing shares and warrants of its former wholly owned subsidiary Biofrontera Inc. as notified in an ad hoc announcement of November 2, 2021, are unlawful.
The court found that the mandatory prior approval of the IPO by issuing shares and warrants by the General Shareholder's Meeting of the Company had unlawfully not been obtained. In its reasoning the court states: "In the present case, the defendant [Biofrontera AG] initiated a colossal loss of control with regard to its subsidiary BINC [Biofrontera Inc.] by allowing third-party investors to acquire a majority interest in the subsidiary by waiving the exercise of the parent company's subscription rights when the IPO was approved." Furthermore, the court concludes that "the loss of control [of Biofrontera Inc.] inevitably results in significant asset losses for the defendant [Biofrontera AG] and its shareholders". The court ruling is not definitive yet.
The IPO remains unaffected by the court ruling.
As all former Executive Board and Supervisory Board members involved in the resolutions left the Company, third party notices were delivered to former Executive Board members Mr. Lübbert and Mr. Lutter as well as to former Supervisory Board members Mr. Granzer, Mr. Baumann, Mr. Borer, Mr. Eyring, Mr. Weber and Ms. Ruhwedel concerning potential indemnification claims against them.
Biofrontera AG is a biopharmaceutical company specializing in the development and sale of dermatological drugs and medical cosmetics. The Leverkusen-based company develops and markets innovative products for the treatment, protection and care of the skin. Its key products include Ameluz®, a prescription drug for the treatment of non-melanoma skin cancer and its precursors. Ameluz® has been marketed in the EU since 2012 and in the USA since May 2016. In Europe, the company also markets the Belixos® dermocosmetic series, a specialty care product for damaged skin. Biofrontera is one of a few German pharmaceutical company to receive a centralized European and a US approval for a drug developed in-house. The Biofrontera Group was founded in 1997 and is listed on the Frankfurt Stock Exchange (Prime Standard). 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. These statements may be identified by the use of forward-looking words such as "will," "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, including, but not limited to, the risk that the termination of the ADS Level 1 Program or the deregistration with the SEC may not occur or may be delayed, 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. 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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