FRANKFURT, Germany,
November 21, 2016 /PRNewswire/ --
Grand Chip Investment GmbH, with its registered office in
Frankfurt am Main, Germany (the "Bidder"), today provided
certain updated information with respect to the Committee on
Foreign Investment in the United
States ("CFIUS") approval process in connection with
its voluntary public takeover offer (the "Takeover Offer")
to the shareholders of AIXTRON SE (FSE: AIXA, AIXC ;NASDAQ: AIXG),
with its 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.
Section 4.2.2 of the offer document for the Takeover Offer
published on July 29, 2016 (the
"Offer Document") discloses certain regulatory offer
conditions that must be satisfied by February 28, 2017 for the Takeover Offer to
close, including, among others, "CFIUS Approval" (as such term is
defined in the Offer Document).
The investigation period for CFIUS to review the Takeover Offer
from a U.S. national security perspective concluded on November 17, 2016 at midnight New York City time.
CFIUS did not issue a close-out letter, but rather informed the
Bidder and AIXTRON that, from CFIUS' perspective, there are
unresolved U.S. national security concerns regarding the proposed
transaction, and CFIUS does not believe that those national
security concerns can be resolved by mitigation proposals that the
parties had presented or other mitigation measures CFIUS had
considered. CFIUS informed the Bidder and AIXTRON that, if the
parties did not withdraw their CFIUS notice (the "Notice")
and abandon the transaction, the matter would be referred to the
President of the United States,
who has the power to prohibit the transaction.
The Bidder and AIXTRON have not withdrawn the Notice or
abandoned the transaction. Accordingly, the matter has been
referred to the President of the United
States for decision in accordance with the Exon-Florio
Amendment to the Defense Production Act of 1950, as amended
("Exon-Florio"). Under Exon-Florio, the President of
the United States must render his
decision to block or allow the proposed transaction within 15
calendar days (no later than December 2,
2016 at midnight New York
City time).
The Bidder and AIXTRON plan to continue to actively engage in
further discussions to explore means of resolving the U.S. national
security concerns identified by CFIUS, and to identify other
alternative measures that could allow the parties to proceed with
the transaction. There are no assurances that CFIUS or the
President of the United States
will entertain further dialogue with the parties or that the
parties will be able to identify and agree to any mitigation or
alternative measures that will allow the parties to proceed with
the transaction.
Because Sunday, November 20, 2016
was the 30th day after the expiration of the acceptance period,
pursuant to the terms of the Offer Document, AIXTRON
securityholders have the right to withdraw the declared acceptance
for their tendered AIXTRON securities during the period from
November 21, 2016 until the offer
conditions set forth in Section 4.2.2 of the Offer Document are
satisfied (and the Bidder becomes obligated to pay the offer
consideration).
Persons that withdraw their AIXTRON securities from the Takeover
Offer will not be able to re-tender their AIXTRON securities and
receive the offer consideration.
Complete terms and conditions of the Takeover Offer can be found
in the Offer Document, as amended on October
6, 2016 (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 Takeover Offer documents will be furnished
promptly upon request at the Bidder's expense.
Grand Chip Investment GmbH
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 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
.
Cautionary statement regarding forward-looking
statements
Certain statements in this press release, including statements
regarding the Bidder and AIXTRON's plans to continue to actively
engage in further discussions, the inability of securityholders to
re-tender their AIXTRON securities and all other statements that
are not purely historical constitute "forward-looking statements."
These statements are based on current expectations, assumptions,
estimates and projections, and involve known and unknown risks,
uncertainties and other factors, many of which are outside the
Bidder's control. If underlying assumptions, expectations or
projections prove inaccurate or unknown risks or uncertainties
materialize, actual results and the timing of events may differ
materially from the results and/or timing discussed in the
forward-looking statements. The Bidder undertakes no
obligation to revise or update any forward-looking statements as a
result of new information, future events or otherwise, unless
expressly required to do so by law. Readers are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of their dates.
Information Agent Information
The German and U.S. Information Agents for the Takeover Offer are,
respectively:
D.F. King Ltd
125 Wood Street
London EC2V 7AN
Email: aixtronoffer@dfkingltd.com
Tel: +49(0)30-610-820-730
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Email: AIXG@dfking.com
Tel: +1-877-478-5043
(toll-free in the United
States)
Media
Brunswick Group
Email: aixtronoffer@brunswickgroup.com
Tel: +49(0)30-2067-3386
SOURCE Grand Chip Investment GmbH