Partial acquisition offer for a stake of up to 29.99 percent: Pharma group Maruho plans to expand its longstanding strategic partnership with Biofrontera

OSAKA, Japan and LEVERKUSEN, Germany, April 2, 2019 /PRNewswire/ -- The Japanese pharmaceutical company Maruho Co., Ltd. intends to further expand its longstanding strategic partnership with the biotech company Biofrontera AG.  Maruho made its first investment in Biofrontera in April 2013 and has since then increased its stake through various capital measures.  The Japanese company currently holds around 20.3 percent and now intends to increase its shareholding to 29.99 percent through a voluntary public acquisition offer to Biofrontera shareholders.  This will be a so-called partial offer, i.e. the company is not seeking to take over Biofrontera entirely.

Junichi Hamada, Corporate Officer for Global Strategy at Maruho Co., Ltd., said:  "Biofrontera AG is one of the world's most innovative biopharmaceutical companies in the area of dermatology.  We are convinced of the great potential of Biofrontera's medication Ameluz® for the treatment of a range of skin diseases.  Together with the company, we intend to promote the rapid distribution of this innovative, surgery-free form of therapy.  To underpin our partnership, we now want to increase our commitment as a shareholder.  The Management Board of Biofrontera has our full support for pursuing its current strategy."

Biofrontera is a biopharmaceutical company specialized in dermatological drugs and medical cosmetics.  The Leverkusen-based company, which employs about 150 people around the world, develops and markets innovative products that heal, protect and care for the skin.  The company was founded in 1997 and reported revenues of about €21 million in fiscal year 2018.  Its leading products include Ameluz®, a prescription medication that is used to treat non-melanoma skin cancer and its preliminary stages.  Ameluz® has been marketed in the EU since 2012 and in the United States since May 2016.  It is based on the nanoemulsion technology developed by Biofrontera that significantly improves the active ingredient's ability to penetrate the affected skin cells.

Maruho is the leading manufacturer of dermatological medications in Japan.  The Osaka-based company employs about 1,930 people around the world.  In fiscal year 2017/2018 (ending September 30), it generated revenues of 85.2 billion yen (about €685 million).  Established as a family-business in 1915, the company today is largely owned by its employees and management team.  Another large stake is held by a foundation that promotes dermatological research.  Koichi Takagi, President and CEO of Maruho, holds 10 percent of the shares in the company.

Drawing on its far-reaching expertise in Japan, Maruho has committed itself to leveraging its dermatological know-how within a global network and improving every stage of the dermatological care cycle (prevention, diagnosis, treatment and follow-up care).  To this end, Maruho collaborates with many highly respected pharmaceutical companies and plans to expand its business activities to other parts of the world, primarily Asia, Europe and the United States.

Biofrontera and Maruho have been successful partners for years now:  Through its subsidiary Maruho Deutschland GmbH, Maruho has held a significant stake in Biofrontera since April 2013.  Since then, Maruho has increased its stake to about 20.3 percent through several capital measures.  Since taking a stake in Biofrontera, Maruho has actively supported the growth strategy of the company's management team.  In July 2016, both companies also started a research cooperation to jointly develop further products based on Biofrontera's nanoemulsion technology.  Just a few days ago, Maruho and Biofrontera decided to continue this cooperation and to discuss the details of a planned further cooperation.  Moreover, Biofrontera recently acquired Maruho's U.S. subsidiary Cutanea Life Sciences, Inc. and thus substantially strengthened its sales organization in the important U.S. market.

"After a period of intensive research and the successful approval of its first self-developed medication, Biofrontera is about to enter the next phase of the company's development," Junichi Hamada said.  "Going forward, the company will have to focus primarily on expanding the approval to include other indications and markets, and accelerating growth by intensifying marketing and sales.  As a long-term, strategic investor, we want to continue to actively support Biofrontera on this path and participate to an even greater extent in the expected increases in the company's value by enlarging our shareholding."

Under the planned voluntary public acquisition offer, Maruho will seek to acquire 4,322,530 registered shares in Biofrontera AG.  Biofrontera shareholders will be offered € 6.60 per share in cash.  They thus get the choice:  They can either continue to be investors in Biofrontera and thus participate in the opportunities and risks in the next phase of the company's development.  Or they can tender their shares at an attractive price with a premium of 16.61 percent on the XETRA closing price on 1 April 2019 and 15.79 percent on the volume-weighted average share price of the past three months.  Compared to the volume-weighted average share price of the past six months the premium is 17.23 percent.  If more shares are tendered than intended, the acquisition will be carried out on a pro rata basis.

The offer will be made in accordance with the terms specified in the offer document.  The planned transaction will not be subject to anti-trust approval.  The acceptance period is expected to begin in the second or third week of April following approval of the offer document by the German Federal Financial Supervisory Authority (BaFin) and is expected to end in the third or fourth week of May.  The offer documentation will be available online at http://www.pharma-offer.de and also published by a notice of availability (Hinweisbekanntmachung) in the German Federal Gazette (Bundesanzeiger).

A non-binding English translation of the offer document, along with other notices and announcements pertaining to the acquisition offer, will also be furnished to the U.S. Securities and Exchange Commission ("SEC") under cover of Form CB.  This information is published on the SEC's website at http://www.sec.gov.

Maruho will use cash on hand to finance the purchase of the tendered shares in Biofrontera.  The transaction is expected to be completed by the end of May.

About Maruho:

Maruho Co., Ltd. has its headquarters in Osaka and leads Japan in research and development, manufacturing and commercialization of dermatological products.  Founded in 1915, Maruho has about 1,930 employees, and net sales were approximately 85.2 billion yen in its fiscal year ending September 30, 2018.  Pursuing its long-term corporate vision of "Excellence in Dermatology," Maruho is striving to improve the health and quality of life of people all over the world.

For more information, please visit:  http://www.maruho.co.jp/english

Important information:

This publication is neither an offer to purchase nor a request to submit an offer to sell shares in Biofrontera AG ("Biofrontera-Shares").  The definite terms of Maruho's partial acquisition offer for Biofrontera-Shares ("Acquisition Offer"), as well as further information regarding the Acquisition Offer, will be published in the offer document following permission by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish the offer document.  The Bidder reserves the right to amend the provisions of the Acquisition Offer insofar as this is legally permissible.

Investors and holders of Biofrontera-Shares or American Depositary Shares ("ADS") in Biofrontera AG ("Biofrontera-ADS") are strongly advised to read the offer document, as well as all other documents relating to the Acquisition Offer, as soon as they are published, as they will contain important information.  The Acquisition Offer will only be for Biofrontera-Shares and holders of Biofrontera-ADS will not be able to directly tender their Biofrontera-ADS for sale in connection with the Acquisition Offer.  Holders of Biofrontera-ADS who wish to accept the Acquisition Offer with regard to the Biofrontera-Shares underlying their Biofrontera-ADS will be entitled to do so but will first need to timely convert their Biofrontera-ADS for Biofrontera-Shares, which can then be tendered for sale within the framework of, in accordance with, and subject to, the terms of the Acquisition Offer.

Investors and holders of Biofrontera-Shares or Biofrontera-ADS may also view a non-binding English translation of the documents, notices and announcements pertaining to the Acquisition Offer on the SEC's website (http://www.sec.gov) free of charge as soon as they have been furnished to the SEC under cover of Form CB and have become available on the website.  Neither the SEC nor any securities commission of any state in the U.S. has (a) approved or disapproved of the Acquisition Offer, (b) passed upon the merits or fairness of the Offer, or (c) passed upon the adequacy or accuracy of the disclosure in this announcement.  Any representation to the contrary is a criminal offense in the U.S.

The Acquisition Offer refers to shares of a German company and will be made exclusively in accordance with the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws and regulations of the United States of America and the respective applicable exemptions, in particular the so-called "Tier I Exemption".  As a result of the Tier I Exemption, the Acquisition Offer will generally be subject to the disclosure and other requirements and procedures of the Federal Republic of Germany that differ from those of the United States.  Any contract that is concluded on the basis of the Acquisition Offer will be governed solely by the laws of the Federal Republic of Germany and is to be construed in accordance with these laws.

With the exception of the permission to publish the offer document in Germany and pursuant to German law, no other registrations, approvals or authorizations of the offer document or the Acquisition Offer will be applied for or arranged with securities regulators of other legal systems.

SOURCE Maruho Co., Ltd.