FRANKFURT, Germany,
October 27, 2016 /PRNewswire/ --
Grand Chip Investment GmbH, with registered office in
Frankfurt am Main, Germany (the "Bidder"), today announced
the results of the acceptance period and the fulfilment of certain
conditions of its voluntary public takeover offer (the "Takeover
Offer") to the shareholders of AIXTRON SE (NASDAQ: AIXG), with
registered office in Herzogenrath, Germany ("AIXTRON"), for the
acquisition of their no-par value registered shares in AIXTRON
(collectively, "AIXTRON Shares"), including all AIXTRON
Shares represented by American Depositary Shares ("ADSs"),
at the price of EUR 6.00 per tendered AIXTRON Share in cash.
On October 6, 2016, the Bidder
published an amendment to the Takeover Offer (the
"Amendment") with respect to the minimum acceptance
threshold set forth in Section 4.2.1 of the Offer Document (the
"Offer Document").
As a result of the Amendment, the acceptance period for the
Takeover Offer expired on October 21,
2016, 24:00 hrs local time Frankfurt am Main, Germany ("Frankfurt Time") / 6:00
p.m. local time New York,
United States ("New York
Time") (such expiration date and time, the "Expiration
of the Acceptance Period").
Announcement regarding results of the acceptance
period
As of the Expiration of the Acceptance Period, AIXTRON's share
capital amounted to EUR
112,789,030.00 and was divided into 112,789,030 registered
shares with no-par value (the "AIXTRON Share Capital").
As of the Expiration of the Acceptance Period, the Takeover
Offer had been accepted for a total of 82,227,785 AIXTRON Shares.
This corresponds to approximately 72.90% of the AIXTRON Share
Capital and the existing voting rights of AIXTRON.
For the purpose of the minimum acceptance threshold as set out
by the Bidder in the Amendment to the Takeover Offer (the
"Minimum Acceptance Threshold"), this corresponds to an
acceptance rate of 72.95%. The Minimum Acceptance Threshold
will be reached if, at the time of the expiration of the acceptance
period, the aggregate number of AIXTRON Shares (including AIXTRON
Shares represented by ADSs) for which the Takeover Offer has been
validly accepted without the acceptance having been validly
withdrawn amounts to a total of at least 56,472,898 AIXTRON Shares
(including the AIXTRON Shares represented by ADSs). The
Minimum Acceptance Threshold corresponds to an acceptance quota of
at least 50.1% of the total number of 112,720,355 AIXTRON Shares
(including AIXTRON Shares represented by ADSs) issued on the
announcement date of the Takeover Offer (May 23, 2016).
Announcement regarding the fulfilment of certain
Offer Conditions
In accordance with the Offer Document, the Takeover Offer and
any contracts which come into existence as a result of the
acceptance of the Takeover Offer, are subject to the conditions
precedent specified in Section 4.2 of the Offer Document (as
amended by the Amendment) ("Offer Conditions"), unless
validly waived by the Bidder or already satisfied. The following
sets forth the newly fulfilled Offer Conditions:
1. At the time of the Expiration of the Acceptance
Period, the aggregate number of AIXTRON Shares (including AIXTRON
Shares represented by ADSs) for which the Takeover Offer has been
validly accepted without the acceptance having been validly
withdrawn amounted to a total of 82,227,785 and was therefore
higher than the minimum acceptance threshold of at least 56,472,898
AIXTRON Shares (including AIXTRON Shares represented by ADSs).
Hence, the Offer Condition set out in Section 4.2.1 of the
Offer Document (as amended by the Amendment) has been
satisfied.
2. On October 20, 2016, the trading day prior
to the Expiration of the Acceptance Period, (i) the closing
quotation of the DAX, as determined by Deutsche Börse AG and as
published on its internet website http://www.deutsche-boerse.com
was at 10,701.39 and therefore was at or above 6,941.21, and (ii)
the closing quotation of the TecDAX, as determined by Deutsche
Börse AG and as published on its internet website
http://www.deutsche-boerse.com was at 1,783.46 and therefore was at
or above 1,167.37. Hence, the Offer Condition set out in
Section 4.2.3 of the Offer Document (as amended by the
Amendment) has been satisfied.
3. From the date of publication of the Offer
Document until the Expiration of the Acceptance Period, other than
to settle the issued and outstanding stock options which existed on
the announcement date (May 23, 2016) if and to the extent they
are exercised, no capital increase in AIXTRON was resolved upon.
Hence, the Offer Condition set out in Section 4.2.4 of the
Offer Document (as amended by the Amendment) has been
satisfied.
Additional acceptance period
Pursuant to the German Securities Acquisition and Takeover Act,
all shareholders of AIXTRON that have not accepted the Takeover
Offer up to now, may within two weeks after this press release
accept the Takeover Offer for their AIXTRON Shares (including the
AIXTRON Shares represented by ADSs), that is until
November 10, 2016, 24:00 hrs Frankfurt Time / 6:00 p.m. New York Time. Further information
regarding the additional acceptance period can be found in
Section 5.3 of the Offer Document in conjunction with
Section 5 of the Amendment.
Complete terms and conditions of the Takeover Offer can be found
in the Offer Document and the Amendment published on the website
http://www.grandchip-aixtron.com. Questions and requests for
assistance or copies of the Offer Document, the Amendment and other
Takeover Offer documents may be directed to (i) with respect
to the tender of AIXTRON Shares, the German Information Agent and
(ii) with respect to the tender of ADSs, the U.S. Information
Agent. Contact information with respect to each of the German
Information Agent and the U.S. Information Agent is set forth
below. Copies of any Takeover Offer documents will be
furnished promptly upon request at the Bidder's expense.
Grand Chip Investment GmbH
Information Agent Information
The German and U.S. Information Agents for the Takeover Offer
are, respectively:
D.F. King & Co., Inc.
D.F. King Ltd 48 Wall Street, 22nd Floor
125 Wood Street New York, NY 10005
London EC2V 7AN Email: AIXG@dfking.com
Email: aixtronoffer@dfkingltd.com Tel: +1-877-478-5043
Tel: +49 (0)30 610 820 730 (toll-free in the United States)
Important Information
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The Takeover Offer for the outstanding AIXTRON
Shares (including AIXTRON Shares represented by ADSs) commenced on
July 29, 2016. The terms and conditions of the Takeover
Offer are published in, and the solicitation and offer to purchase
AIXTRON Shares (including AIXTRON Shares represented by ADSs) are
made only pursuant to the Offer Document, the Amendment and related
offer materials prepared by the Bidder. The English
translation of the Offer Document, the Amendment and related offer
materials have been filed with the U.S. Securities and Exchange
Commission (the "SEC") in a Tender Offer Statement on
Schedule TO. AIXTRON has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the
Takeover Offer.
The Tender Offer Statement, including the Offer Document,
the Amendment, a related letter of transmittal and
other related offer materials, as they may be amended from time to
time, contain important information that should be read carefully
before any decision is made with respect to the Takeover
Offer.
Those materials and other documents filed by the Bidder or
AIXTRON with the SEC are available at no charge on the SEC's
website at http://www.sec.gov. In addition, the Bidder's
Tender Offer Statement, including the Offer Document and the
Amendment, and other documents it has filed or will file with the
SEC are or will be available at
http://www.grandchip-aixtron.com.
Media
Brunswick Group
Email: aixtronoffer@brunswickgroup.com
Tel: +49(0)30-2067-3386
SOURCE Grand Chip Investment GmbH