StockLogistics
2 years ago
I discovered The cause of the decrease in Shareprice. First, in 2018, Biofrontera claimed in court that the primary goal of major shareholders was to decrease the BFRI Shareprice so that another company, “DB”, could take over Biofrontera:
“Biofrontera files lawsuit against W.K.T. Zours, Deutsche Balaton AG and further defendants
June 12, 2018 08:00 ET
| Source: Biofrontera AG
Leverkusen, Germany, June 12, 2018 (GLOBE NEWSWIRE) -- 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.”
https://www.globenewswire.com/en/news-release/2018/06/12/1520276/0/en/Biofrontera-files-lawsuit-against-W-K-T-Zours-Deutsche-Balaton-AG-and-further-defendants.html
“Biofrontera AG v. Deutsche Balaton AG (1:18-cv-05237)
District Court, S.D. New York
Date Filed: June 11, 2018
Date Terminated: Dec. 20, 2021
Date of Last Known Filing: Dec. 20, 2021”
https://www.courtlistener.com/docket/7122004/biofrontera-ag-v-deutsche-balaton-ag/
On august 5, The Biofrontera employees accused the supervisory board of neglect towards them and of inefficient management:
https://www.biofrontera.com/fileadmin/files/PDFs/Takeover_offer_DB/20220808_Stellungnahme_AR_zur_Stellungnahme_der_Mitarbeiter_final.pdf
“TAKEOVER OFFER DEUTSCHE BALATON AG
Deutsche Balaton AG with its registered office in Heidelberg ("Bidder") announced its decision to make a voluntary public takeover offer for all shares in Biofrontera AG ("Offer") on 07 June 2022. It published the offer document on July 15, 2022. Publications by the Bidder regarding the Offer can be found at www.deutsche-balaton.de/beteiligungen/uebernahmeangebot-biofrontera/. Biofrontera AG does not assume any responsibility for the publications of the Bidder and does not adopt them as its own.
The Management Board and the Supervisory Board of Biofrontera AG are obliged to issue a reasoned statement on the Offer and on each of its amendments pursuant to section 27 WpÜG.
These statement(s) can be found below:
Statement of the Management Board and Supervisory Board on the atake over offer of Deutsche Balaton AG pursuant to section 27 WpÜG - 29.07.2022 (PDF)
Statement by employees on the acquisition offer of Deutsche Balaton AG pursuant to section 27 WpÜG - August 02, 2022 (PDF)
Statement of the Supervisory Board on the statement of the employees on the acquisition offer of Deutsche Balaton AG pursuant to Sec. 27 (2) WpÜG - August 08,2022 (PDF, German only)“
https://www.biofrontera.com/en/investors/takeover-offer-of-deutsche-balaton-ag
One of the defendants in the case disclosed a 37.5% stake in the company on Thursday:
“
“SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Biofrontera Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
09077D 100
(CUSIP Number)
Rolf Birkert
Member of the Board
Deutsche Balaton Aktiengesellschaft
Ziegelhaeuser Landstrasse 1
69120 Heidelberg
Germany”
“Person Instrument Transaction Date
Quantity Purchased/
(Sold)
Price per Instrument(1) Place of Transaction
DB Biofrontera Inc. common stock August 15, 2022 25,000 EUR1.305 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 15, 2022 25,000 EUR1.324 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 15, 2022 25,000 EUR1.334 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 15, 2022 25,000 EUR1.343 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 16, 2022 25,000 EUR1.182 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 16, 2022 25,000 EUR1.182 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 16, 2022 10,000 EUR1.184 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 16, 2022 25,000 EUR1.145 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 25,000 EUR1.153 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 25,000 EUR1.160 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 25,000 EUR1.161 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 25,000 EUR1.154 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 25,000 EUR1.161 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 25,000 EUR1.161 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 17, 2022 21,767 EUR1.119 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 23, 2022 3,967 USD1.109644 BVT Brokernetzwerk
DB Biofrontera Inc. common stock August 23, 2022 25,000 USD1.12 BVT Brokernetzwerk
”
“ Based on 56,717,385 shares of Biofrontera AG outstanding as of August 23, 2022. Deutsche Balaton Biotech AG (“DBB”) owns 2,280,847 shares in Biofrontera AG; SPARTA AG (“SP”) owns 4,084,941 shares of Biofrontera AG; Heidelberger Beteiligungsholding AG (“HDBH”) owns 1,200 shares of Biofrontera AG; DB owns 2,630,661 shares of Biofrontera AG; and DU owns 8,350,030 shares of Biofrontera AG. DB owns a majority interest in each of DBB, SP and HDBH. In addition, each of DBB, SP, HDBH, DB and DU entered into an acting-in-concert agreement, pursuant to which each such party agrees to exercise their voting rights in Biofrontera AG (or abstain therefrom) in accordance with the terms thereof.
11
All percentages relating to the Common Stock set forth in this Schedule 13D are based upon 23,550,960 shares outstanding as reported in the Issuer’s Form 10-Q filed on August 12, 2022 and calculated in accordance with Rule 13d-3 under the Exchange Act of 1934, as amended.”
“
https://www.sec.gov/Archives/edgar/data/1858685/000121390022051105/ea164873-13ddeutsc_bio.htm
Even with all the buying above the price has decreased because this OTC information on O/S is not close to accurate:
“Share Structure
Market Cap Market Cap
21,038,841
08/26/2022
Authorized Shares
Not Available
Outstanding Shares
17,104,749
04/07/2022
Restricted
Not Available
Unrestricted
Not Available
Held at DTC
Not Available
Float
Not Available
Par Value
Not Available“
https://www.otcmarkets.com/stock/BFRI/security
The O/S more than doubled last month to 56 million O/S as per the above 13-D, and thus has more than tripled this year, hence the downturn in Shareprice.
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