Did the CEO of the company get fired?

Discussion in 'Biofrontera' started by anonymous, Jul 13, 2018 at 11:33 PM.

  1. anonymous

    anonymous Guest

    As an investor, I had got a voting proxy on several item to be determined this month and one of the was that the investors had requested that the CEO and CFO be fired, among other changes to the board.

    https://www.biofrontera.com/en/annual-general-meeting.html?file=files/Downloads/Hauptversammlung/Hauptversammlung%202018/BiofronteraAG_Ergaenzungsverlangen%2009062018_final_EN.pdf

    Looking at some of these posts, the company seems in a lot of trouble and all these law suits. I’ve already sold my shares at a loss, before they go down any further.

    Maybe the investors have the right idea and it’s the right time for a management change.
     

  2. anonymous

    anonymous Guest

    From the Biofrontera website:

    13.Withdrawal of confidence from Management Board member Professor Dr. Lübbert

    Deutsche Balaton AG proposes passing the following resolution:
    "The General Meeting of Shareholders shall withdraw its confidence from Man- agement Board member Professor Dr. Hermann."
    Justification
    It is incontestable that Professor Dr. Lübbert, as founder of the Company, and based on his work in the area of research, development and approvals, has been considerably com- mitted to the Company, for which he deserves due credit.
    On the other hand, however, it cannot be concealed that Professor Dr. Lübbert bears re- sponsibility for numerous incorrect decisions in the past and is significantly responsible for the Company's unspeakable handling of its shareholders. In particular, it is apparent that Professor Dr. Lübbert cannot handle critical shareholders or critical Supervisory Board members.

    In this context, we regard the Company's remarks in the 2017 annual report under the heading "Investor relations work" as a mockery: "Biofrontera sets great store by active, comprehensive and continuous communication with investors and analysts. The aim at all times is to provide information about the Company on a basis that is reliable, open and prompt."

    It is likely that Professor Dr. Lübbert has forwarded the Company's internal information to its major shareholder Maruho. In any case, Maruho's failure to discharge Supervisory Board member Mark D. Reeth at the last General Meeting of Shareholders cannot be ex- plained otherwise. This eventually led Mr. Reeth to step down from the Supervisory Board.

    The Company barely informed shareholders about significant developments. On the con- trary, significant information was withheld. Examples include
    − the failure to disclose the contents of the partnership agreement with Maruho, or to disclose them in "thin slices",
    − the fact not disclosed by the Management Board that the guarantor of the capital in- crease in autumn 2016 was also Maruho,
    − the terms of the EIB loan that were not disclosed to the General Meeting of Sharehold- ers, and
    − the drastic information gap between what was communicated to the existing sharehold- ers in the prospectus for the capital increase published in early 2018 and what was included in the information in the SEC prospectus.
    As Management Board Chairman (CEO), Professor Dr. Lübbert is responsible for this in- formation policy.

    Furthermore, Professor Dr. Lübbert's behavior in relation to capital measures was clearly characterized by the endeavor to determine for himself the group of shareholders on a hand-picked basis. Especially the allocation of the entire additional subscription to Maruho at the time of the capital increase in autumn 2016 as well as the circumstances of the capital increase in early 2018, where the Company actively attempted to prevent trading with subscription rights and where many shareholders only had a choice between subscrib- ing without knowing the issue price and refraining from subscribing, prove that Professor Dr. Lübbert is not interested in working together on the basis of trust with the shareholders – apart from major shareholder Maruho.

    As the Company's founder, Mr. Lübbert still behaves as if he were the sole or majority shareholder of Biofrontera. In fact, however, he now owns only around 2% of the Company. In order to secure his power, he brought competitor Maruho on board as a major share- holder, and, based on the votes of Maruho, has failed to have elected to the Supervisory Board independent controllers of his decisions and his work, and has instead introduced favoritism into the Supervisory Board. Mr. Borer is engaged with the IPO and placing of the Biofrontera shares and is permitted to distribute around 2 million Biofrontera shares at EUR 4 per share, Dr. Granzer receives consultancy contracts from Biofrontera, attorney Mr. Eyring (this can at least be presumed) will provide legal advice to Biofrontera, American attorney Mr. Mark Reeth was certainly intended for legal advice in the USA, but then clearly proved insufficiently "amenable". It consequently proved impossible for Mr. Reeth to be discharged at the last General Meeting of Shareholders by major shareholder Maruho, and he then, certainly entirely "voluntarily", stepped down from the Supervisory Board. The reason why Mr. Kevin Weber is a member of the Supervisory Board remains unclear.

    The extent to which, ahead of the capital increase in early 2018, US shareholders were attracted on a targeted basis with special information to invest at a low price in the Com- pany to the detriment of existing shareholders is to be clarified as part of a special audit.

    To this is added the fact that Professor Dr. Lübbert bears at least joint responsibility for numerous incorrect decisions through which the Company has incurred a considerable loss:

    − In 2016, the Company entered into a "research partnership" with major shareholder Maruho, which was continued in 2017. The Company potentially incurs very significant damage as a consequence of this research partnership, as enormous future potentials were effectively given away. The Company thereby becomes a development service provider for Maruho. Against reimbursement of development costs of only up to EUR 2.3 million, Maruho is to be entitled to the rights to products developed based on nanoemulsion technology belonging to Biofrontera. Biofrontera is to be potentially fobbed off with a sales license for only Europe. The collaboration with Maruho already formed a subject of an application for a special audit at the 2017 General Meeting of Shareholders. Applications for a court-appointment of a special auditor are meanwhile pending in this connection.
    − The Company and the shareholders have incurred considerable losses due to the cap- ital increase that was prepared in 2017 and implemented in early 2018, accompanied by the US listing. We are of the opinion that the subscription rights for the existing shareholders of the Company were intentionally structured in an unlawful manner, so that existing shareholders could only exercise or sell their subscription rights with great hindrances. For example, the Company actively endeavored to prevent trading in the subscription rights. Furthermore, the subscription price was set so late that many in- vestors had to make their subscription decision without knowing the subscription price due to banks' in-house deadlines. Here, the Management Board pursued the objective through the US listing of "structuring" the shareholder group according to its own de- signs, by excluding critical shareholders from subscribing for the oversubscription. For this objective, the Management Board unlawfully accepted considerable economic dis- advantages for the Company and its shareholders: Although it is evidenced that the Company had binding offers from Deutsche Balaton Aktiengesellschaft to assume the shortfall at a price of EUR 4.40 per share, these shares were allocated to the USA at EUR 4.00 per share. The Company thereby incurred a loss of around EUR 1.0 million. To this is added the unnecessarily granted underwriting discounts of approximately EUR 0.8 million for the US listing, which the Company could have saved if it had ac- cepted this offer.

    Moreover, Professor Dr. Lübbert draws an excessively high salary, which amounted to at least EUR 442,000.00 in 2017, including variable components. This is entirely inappropri- ate given the fact that the Management Board work of Professor Dr. Lübbert effectively comprises work ancillary to his Professorship for Animal Physiology at the Ruhr University Bochum and given the fact that the Company has incurred losses of EUR 130 million to date.
    Furthermore, the fact that Professor Dr. Lübbert exercises his role as Management Board Chairman as an ancillary activity alongside a university professorship suggests that, in terms of the amount of time allocated to the activities, conflicts must occur between the professorship exercised as the main profession and the ancillary activity as management board chairman of a listed company.

    However, Biofrontera deserves a Management Board Chairman who can devote himself fully to the Company.

    The overall picture presented above of the work of Professor Dr. Lübbert over the past two years suggests that he is no longer suited to be engaged as the Company's Management Board Chairman. For this reason, the General Meeting of Shareholders should withdraw its confidence from Professor Dr. Lübbert and thereby prompt the Supervisory Board to take action, and to allocate to Professor Dr. Lübbert the Management Board responsibility for the areas of research/development/approvals.
     
  3. anonymous

    anonymous Guest

    Hermann and Thomas have some culpability to the failures sure; but Christoph and Randy Wilhoite oversee the US Operations. All of the failures mainly lie in reimbursement and how to position this therapy effectively in the US Dermatology landscape.

    Christoph & Randy have made several critical errors. This company has lost all confidence of its sales people, Dermatology customers and now it appears it’s investors. You must have completely incompetent leadership to lose to Sun Pharma. However, Christoph and Randy have pulled off the impossible. Nice work, guys!

    Please fire Jeff Holm on your way out, this place needs a clean sweep to restore consumer confidence. If it is not too late.
     
  4. anonymous

    anonymous Guest

    I hope they did fire their CEO, Herman, I believe. I briefly talked with the guy and his slow muttering, quite voice and accent were unbearable, to say the least. I was going out of my mind for him to get to the point of the conversation after all his scientific superiority over my lack of knowledge about the treatment of SCCs with PDT and how he has pioneered all this formulation technology in Europe against Galderma or something. :mad:

    Talking to the guy was like getting slowly stabbed by needles in your eyes as you got this drowsy feeling in your head and felt your stomach turning. I wonder how he even functions as a CEO in the US with his weird German monotone accent and lack of enthusiasm or personality. Most CEO’s I’ve come across are charismatic and kind of savy. Nothing charismatic about that dude. Good luck to him. I don’t think his replacement could do any worse.

    Best he sticks to what he may be good at, teaching as a professor and putting his students to sleep. :D
     
  5. anonymous

    anonymous Guest

    Company is a complete mess. Worst leadership ever seen.

    Everyone has resume out.

    Last one out the door, shut off the evaluated RhodoLED lights.
     
  6. anonymous

    anonymous Guest

    Colonel Klink