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RCS - Maruho Deutschland - Extraordinary General Meeting on 7 April 2022

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RNS Number : 7837G  Maruho Deutschland GmbH  31 March 2022

 Maruho Deutschland GmbH / Key word(s): Statement/Corporate Action

Maruho Deutschland GmbH: Statement of Maruho Deutschland GmbH on the proposed
 capital measures in the context of the Extraordinary General Meeting on 7
 April 2022

31.03.2022

The issuer is solely responsible for the content of this announcement.

 Open letter to our fellow shareholders of Biofrontera AG, Leverkusen, Germany

 Statement of Maruho Deutschland GmbH on the proposed  capital measures in
 the context of the Extraordinary General Meeting on 7 April 2022

 Leverkusen, March 31, 2022

 Dear fellow shareholders of Biofrontera AG,

 As Managing Director of Maruho Deutschland GmbH ("Maruho"), I would like to
 address you with a statement on the proposed capital measures and rumors of
 alleged voting agreements between shareholders.

 Maruho is one of the two major shareholders of Biofrontera AG ("Biofrontera")
 and has held an interest stake of just under 24 % in the company for years.
 Another major shareholder is a corporate network controlled by Mr. Wilhelm K.
 T. Zours around Deutsche Balaton AG ("Balaton"), which together hold an
 interest of just under 30 % in Biofrontera. Mr. Zours is Chairman of the
 Supervisory Board of Deutsche Balaton AG. Maruho has been pursuing a long-term
 strategic interest in a research and development collaboration with
 Biofrontera for years. Maruho does not have the intention to exercise control
 over, or even launch a public takeover offer for, Biofrontera.

 To the contrast, Balaton is an activist financial investor with no strategic
 interest in Biofrontera. Balaton exclusively pursues financial interests. For
 years, Balaton has been piling numerous lawsuits on Biofrontera. Biofrontera's
 management had to spend considerable capacities and costs defending against
 these lawsuits and could therefore not use these resources for the company's
 daily business. In addition to personal accusations against members of the
 Management Board and Supervisory Board, Balaton's legal challenges have also
 blocked the capital measures proposed by Biofrontera's management. So far, not
 a single one of these lawsuits has held up in court.

 On 19 November last year, after months of settlement negotiations, Biofrontera
 and Balaton agreed to settle the legal disputes in a mediation agreement. To
 ensure that Biofrontera's Supervisory Board is as balanced and as neutral as
 possible, Maruho also participated in the mediation agreement and on a
 one-time basis agreed to vote for the Supervisory Board members selected by
 the mediation participants and proposed to the 2021 Annual General Meeting.
 Prof. Dr. Ruhwedel has already resigned from her position after a short period
 of time, which Maruho regrets very much.

 However, the intended reconciliation has failed: The conclusion of the
 mediation agreement was supposed to allow the management to concentrate on the
 daily business again. In the meantime, however, we have heard that Balaton has
 filed another lawsuit against Biofrontera immediately after the Annual General
 Meeting 2021. The subject of this lawsuit is the IPO of Biofrontera Inc. in
 the U.S. Balaton has thus disregarded the objective of the mediation just a
 few days after the conclusion of the mediation agreement.

 The Chairman of the Supervisory Board is apparently subject to a serious,
 permanent conflict of interest: The Supervisory Board, which was newly
 elected on 14 December 2021, has elected Mr. Zours as Chairman. Mr. Zours, who
 controls Balaton as the largest shareholder, is apparently pursuing the
 financial interests of Balaton to a considerable extent in his function as
 Chairman of the Supervisory Board. Mr. Zours is obviously trying to save the
 investment made by Balaton by all means and at the expense of the company and
 the other shareholders. He controls Balaton and thus a company that has filed
 another lawsuit against Biofrontera immediately after the conclusion of the
 mediation agreement. In our view, there appears to be a serious, ongoing
 conflict of interest that urgently needs to be investigated.

 Now, presumably on the initiative of the Supervisory Board chaired by Mr.
 Zours, Biofrontera proposes to resolve an authorization to issue
 warrant/convertible bonds and an ordinary capital increase at an Extraordinary
 General Meeting on 7 April 2022.

 The proposed capital measures are not necessary and are neither in the
 interest of Biofrontera nor in the interest of all shareholders, but in the
 interest of Balaton:

 - No voting agreement between Maruho and Balaton

 First of all, we would like to clarify: There is no agreement whatsoever
 between Maruho and Balaton on the agenda items of the extraordinary general
 meeting convened for 7 April 2022. It is by no means certain that the Annual
 General Meeting will vote in favor of the capital measures with the required
 majority. Maruho will vote against the capital measures. Whether the capital
 measures are resolved is therefore in your hands.

 - No need for capital measures and expensive extraordinary shareholders'
 meeting

 Maruho sees no need for the proposed capital measures as long as Biofrontera
 has sufficient funds that are not needed for business operations. Biofrontera
 is in possession of such funds, as the company holds approximately 8 million
 liquid shares in Biofrontera Inc. Biofrontera can sell all or part of these
 shares in order to obtain the required liquidity at any point in time. In
 November 2021, the previous Supervisory Board had already approved the sale of
 at least some of these shares. The new Supervisory Board under Mr. Zours has
 revoked this approval. This is surprising, as a sale of the shares could be
 implemented significantly faster and cheaper than resolving and implementing
 the proposed capital measures at the convened Extraordinary General Meeting.

 - Timing of capital increase is extremely inconvenient

 The timing for a capital increase is extremely inconvenient. The share price
 is currently EUR 1.28 and has dropped significantly in the last months.

 Even if the capital increase can be implemented, Biofrontera would probably
 end up with only little new capital. All in all, the planned capital measures
 would be a pretty bad deal for all parties involved - except for Balaton.

 - Proposed capital measures serve the interests of Balaton

 It is obvious that Balaton in particular will benefit from the intended
 capital measures. Balaton is apparently trying to reduce the average entry
 price of its investment through cheap capital measures at the expense of the
 rest of us shareholders. GSC Research, an independent analyst firm focusing on
 small and mid caps from the German-speaking region, has published an AGM
 report on the internet for the AGM of Deutsche Balaton AG of August 2021
 (http://www.gsc-research.de/gsc/research/hv_berichte/detailansicht/index.html?tx_mfcgsc_unternehmen%5Buid%5D=316&tx_ttnews%5Btt_news%5D=79563&cHash=2b6a72c993
 (http://www.gsc-research.de/gsc/research/hv_berichte/detailansicht/index.html?tx_mfcgsc_unternehmen%5Buid%5D=316&tx_ttnews%5Btt_news%5D=79563&cHash=2b6a72c993)
 ).

 According to this report, Mr. Zours considers the investment in Biofrontera as
 "probably the worst investment of Deutsche Balaton AG". Mr. Zours is now
 obviously trying to save his "worst investment" at the expense of Biofrontera
 and its shareholders by a way too cheap capital increase.

 The ordinary capital increase (agenda item 2) can be resolved with a simple
 majority. This means that Balaton might achieve the required majority even
 without Maruho's votes. Therefore, it depends on you. We urge you to
 critically review the intended capital measures and vote against them at the
 extraordinary general meeting in the best interest of the company and the
 other shareholders.

 Kind regards,

 Takaharu Kato

Managing Director

Maruho Deutschland GmbH

 31.03.2022 Dissemination of a Corporate News, transmitted by DGAP - a service
 of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

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

1316869  31.03.2022

 

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