Amended Tender Offer/rights Offering Notification (cb/a)
15 Juli 2019 - 10:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
CB
TENDER
OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT
NO. 5)
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
|
|
Securities
Act Rule 801 (Rights Offering)
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☐
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Securities
Act Rule 802 (Exchange Offer)
|
☐
|
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Exchange
Act Rule 13e-4(h)(8) (Issuer Tender Offer)
|
☐
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Exchange
Act Rule 14d-1(c) (Third Party Tender Offer)
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☒
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Exchange
Act Rule 14e-2(d) (Subject Company Response)
|
☐
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Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)
|
☐
|
Biofrontera
AG
(Name
of Subject Company)
Not
applicable
(Translation
of Subject Company’s Name into English (if applicable)
Federal
Republic of Germany
(Jurisdiction
of Subject Company’s Incorporation or Organization)
Deutsche
Balaton Biotech AG
DELPHI
Unternehmensberatung Aktiengesellschaft
(Name
of Person(s) Furnishing Form)
Ordinary
Shares
(Title
of Class of Subject Securities)
Not
applicable
(CUSIP
Number of Class of Securities (if applicable))
Rolf
Birkert
Wilhelm
Konrad Thomas Zours
Ziegelhäuser
Landstrasse 1
69120
Heidelberg, Germany
Copies
to:
Marc
A. Leaf
Drinker
Biddle & Reath LLP
1177
Avenue of the Americas
New
York, New York 10036
(Name,
Address (including zip code) and Telephone Number (including area code)
of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
June
21, 2019
(Date
Tender Offer/Rights Offering Commenced)
PART
I – INFORMATION SENT TO SECURITY HOLDERS
Item
1. Home Jurisdiction Documents
(a)
|
Exhibit
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Description
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99.1
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Announcement to initiate tender offer, dated May 29, 2019 (English translation)*
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99.2
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Announcement of tender offer price, dated May 31, 2019 (English translation)*
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99.3
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Press release, dated June 18, 2019 (English translation)*
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99.4
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Announcement pursuant to § 14 (2) and (3) of the German Securities Acquisition and Takeover Act (WpÜG), dated June 21, 2019 (English translation)*
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99.5
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Tender Offer Document, dated June 21, 2019 (English translation)*
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99.6
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Announcement pursuant to § 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), dated June 28, 2019 (English translation)*
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99.7
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Press release regarding increase of tender offer price, dated July 1, 2019 (English translation)*
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99.8
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Amendment to Tender Offer Document, dated July 3, 2019 (English translation)*
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99.9
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Announcement pursuant to § 21 para. 2 sentence 1, § 14 para. 3 sentence 1 number 2 of the German Securities Acquisition and Takeover Act (“WpÜG”), dated July 4, 2019 (English translation)*
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99.10
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Announcement pursuant to § 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), dated July 5, 2019 (English translation)*
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99.11
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Announcement pursuant to § 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), dated July 12, 2019 (English translation)*
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99.12
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Power of Attorney*
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99.13
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Announcement pursuant to § 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), dated July 15, 2019 (English translation)
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Item 2.
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Informational Legends
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Not
applicable.
PART
II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
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(1)
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Not
applicable.
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(2)
|
Not
applicable.
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(3)
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Not
applicable.
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PART
III – CONSENT TO SERVICE OF PROCESS
Deutsche
Balaton Biotech AG and DELPHI Unternehmensberatung Aktiengesellschaft have previously filed an irrevocable consent and power of
attorney on Form F-X in connection with this Form CB.
PART
IV – SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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Deutsche
Balaton Biotech AG
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By:
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*
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Name:
|
Rolf
Birkert
|
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Title:
|
Board
Member
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DELPHI
Unternehmensberatung Aktiengesellschaft
|
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By:
|
*
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Name:
|
Wilhelm
Konrad Thomas Zours
|
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Title:
|
Board
Member
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*
By:
|
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/s/
Uwe Pirl
|
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Name:
Uwe Pirl
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Title:
Attorney-in-fact
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Date:
July 15, 2019
3
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