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Voluntary Public Acquisition Offer (Partial Offer) by Maruho Deutschland GmbH to the Shareholders of Biofrontera AG
Disclaimer – Legal Notices
You have entered the website which Maruho Deutschland GmbH has designated for the publication of documents and information in connection with the voluntary public acquisition offer (partial offer) to acquire up to a total of 4,322,530 shares in Biofrontera AG.
Shareholders and holders of American Depositary Shares in Biofrontera AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the acquisition offer.
Important Legal Information
On 1 April 2019, Maruho Deutschland GmbH ("Bidder") published its decision to make a voluntary public acquisition offer in the form of a partial offer to the shareholders of Biofrontera AG (the "Biofrontera-Shareholders") to acquire up to a total of 4,322,530 no-par value registered shares in Biofrontera AG (ISIN DE0006046113 (WKN 604611)) ( “Biofrontera-Shares") held by them ("Acquisition Offer" or “Offer”).
On the following pages you will find the publication of the decision to make the Acquisition Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") dated 1 April 2019, as well as the offer document, press releases and other information regarding the Acquisition Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung, “WpÜG Offer Regulation”) and other applicable laws in connection with the Acquisition Offer.
The Offer refers to shares of a German company and is made exclusively in accordance with the laws of the Federal Republic of Germany, in particular, but without limitation, the WpÜG and WpÜG Offer Regulation, and certain applicable provisions of the securities laws and regulations of the United States of America (“United States”) and the respective applicable exemptions, in particular Rule 14d-1(c) (“Tier I Exemption”) under the Securities Exchange Act of 1934 (“Securities Exchange Act”). In particular, but without limitation, Biofrontera-Shareholders and holders of American Depositary Shares (“ADS”) in Biofrontera AG (“Biofrontera-ADS”) with permanent or habitual residence or domicile in the United States should note that, as a result of the Tier I Exemption, the 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.
The Offer is only for Biofrontera-Shares. The Offer is not for Biofrontera-ADS representing Biofrontera-Shares. Holders of Biofrontera-ADS cannot directly tender their Biofrontera-ADS for sale in connection with the Offer. Holders of Biofrontera-ADS who wish to accept the 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 Biofrontera-Shares can then be tendered for sale within the framework of, in accordance with, and subject to, the terms of the Offer set out in the offer document.
To the extent the Acquisition Offer is subject to US securities laws, those laws only apply to holders of Biofrontera-Shares and holders of Biofrontera-ADS with permanent or habitual residence or domicile in the United States. The Offer is not issued or implemented in accordance with the provisions of any other legal system. The Offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator. Neither the U.S. Securities and Exchange Commission („SEC“) nor any securities commission of any state in the U.S. has (a) approved or disapproved of the Offer, (b) passed upon the merits or fairness of the Offer, or (c) passed upon the adequacy or accuracy of information contained generally in offer documents. Any representation to the contrary is a criminal offense in the U.S. Biofrontera-Shareholders and holders of Biofrontera-ADS therefore cannot rely on the application of other foreign regulations to protect investors.
Biofrontera-Shareholders or holders of Biofrontera-ADS who reside outside Germany may find it difficult to enforce rights and claims arising under a jurisdiction other than that of the country in which they have their residence. This is due to the fact that both the Bidder and Biofrontera AG are registered in Germany and some or all of their executives and members of its governing bodies may have their residence in a country other than that of the Biofrontera-Shareholder or the holder of Biofrontera-ADS. It may not be possible to bring action against a foreign company or its management or members of its governing bodies before a court in the country of residence of the Biofrontera-Shareholder or holder of Biofrontera-ADS for violation of the laws of that country. It may also prove difficult to force a foreign company and its affiliates to submit to a court ruling handed down in the country of residence of the Biofrontera-Shareholder or the holders of Biofrontera-ADS.
The publication, delivery, distribution or dissemination of the offer document or any other documents related to the Acquisition Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to statutory restrictions under the law of other legal systems. The offer document and any other documents related to the Acquisition Offer may therefore not be dispatched to, delivered, distributed or published in, countries to the extent that such dispatch, delivery, distribution or publication would violate the laws of these countries.
The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
The Offer to acquire shares in Biofrontera AG is made solely pursuant to the terms of the Acquisition Offer, which are set out in the offer document. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Biofrontera AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Acquisition Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms of the Acquisition Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.