FRANKFURT, Germany,
October 21, 2016 /PRNewswire/ --
Grand Chip Investment GmbH, with registered office in
Frankfurt am Main, Germany ("Bidder"), today announced
interim results 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
amended the Takeover Offer with respect to the minimum acceptance
threshold set forth in Section 4.2.1 of the Offer Document for the
Takeover Offer (the "Offer Document").
The acceptance period for the Takeover Offer initially expired
on October 7, 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"). As a result of the amendment to the Takeover
Offer, the acceptance period has been extended by law by two weeks.
Accordingly, the Takeover Offer may be accepted until
October 21, 2016, 24:00 hrs Frankfurt Time/6:00 p.m. New
York Time. Under the German Securities Acquisition and
Takeover Act, the Takeover Offer may not be extended further due to
an amendment of the Takeover Offer.
As of October 21, 2016, 14:00 hrs Frankfurt Time/08:00
a.m. New York Time (the "Reference Date"), 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 Reference Date, the Takeover Offer has been accepted
for a total of 73,285,955 AIXTRON Shares. This corresponds to
approximately 64.98% 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 65.02%. 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accepted without the acceptance having been validly withdrawn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).
Complete terms and conditions of the Takeover Offer can be found
in the Offer Document published on the website
http://www.grandchip-aixtron.com. Questions and requests for
assistance or copies of the Offer Document 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.
Information Agent Information
The German and U.S. Information Agents for the Takeover Offer
are, respectively:
D.F. King Ltd D.F. King & Co., Inc.
125 Wood Street 48 Wall Street, 22nd Floor
London EC2V 7AN New York, NY 10005
Email: aixtronoffer@dfkingltd.com Email: AIXG@dfking.com
Tel: +49 (0)30 610 820 730 Tel: +1-877-478-5043
(toll-free in the United States)
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 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 thereto and
related offer materials prepared by the Bidder. The English
translation of the Offer Document, the amendment thereto 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, 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 because the Offer Document
and certain related documents included in the Tender Offer
Statement, and not this press release, govern the terms and
conditions of 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 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