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Re: frogdreaming post# 51725

Friday, 11/03/2006 9:33:55 PM

Friday, November 03, 2006 9:33:55 PM

Post# of 82595
frog...Here's the math.

Biofrontera's latest PR concerning the IPO states that a total of 665,271 shares were issued in connection with the combined private placement and associated options. They also state that the outstanding share capital after the IPO is 3,205,403. Subtract the 665,271 from 3,205,403 and you arrive at 2,540,132 shares prior to the offering.

DNAPrint PR's prior to the IPO stated their ownership position at 455,234 shares. Divide 455,234 by 2,540,132 and you get DNAPrint at a pre-IPO ownership percentage of 17.9% (approximately 18%).

Everything else being equal, the IPO shares themselves would only have reduced DNAPrint's 455,000 shares to a 14.2% ownership position, but after the stock started trading, the convertible bondholders came into consideration. This is from Biofrontera's PR concerning the issuance of the $20,000,000 convertible bond:

The partial debentures can be converted to shares at a conversion price of € 16.13 per share, contingent upon the anti-dilution clause defined in the conditions of the convertible bond. After the conversion of all partial debentures the participation of the bond creditors in Biofrontera will correspond to one third of the company, relating to a pre-money company valuation of € 40 mln. The convertible bond is intended to prepare for the IPO of the company.

The option to convert the debentures at a fixed rate can be exercised at the earliest three months after the shares of the company are traded at a stock market, or at a change of control of the company.


The shares associated with the bonds were always contingent upon the IPO. Without an IPO the shares would never exist, only a loan that would have to be repaid. But after the IPO the dilutive effects of the bonds must be considered in order to accurately depict DNAPrint's ownership position. The bonds are convertible into a total of 1,239,926 shares of common stock, which when added to the 3,205,403 will bring the total outstanding shares after conversion to 4,445,329.

Based on 4,445,329 fully diluted shares, DNAPrint's ownership position of 455,234 equates to 10.24%.

This is, of course, based only upon my reading of the available public documents and represents MHO. This may or may not be a correct interpretation. Please do your own DD and make your own investment decisions.

Later,
W2P