FRANKFURT, Germany,
October 6, 2016 /PRNewswire/ --
Grand Chip Investment GmbH, with registered office in
Frankfurt am Main, Germany (the "Bidder"), today announced
that, in connection with its voluntary public takeover offer (the
"Takeover Offer") to the shareholders of AIXTRON SE
(NASDAQ: AIXG) for the acquisition of all no-par value registered
shares in AIXTRON SE (collectively, "AIXTRON Shares"),
including AIXTRON Shares represented by American Depositary Shares
("ADSs"), at the price of EUR 6.00 per tendered AIXTRON
Share in cash, it has amended the offer condition set forth in
Section 4.2.1
("Minimum Acceptance Threshold") of
its offer document published on July 29,
2016 (the "Offer Document") and, as a result thereof,
the acceptance period has been extended by two weeks in accordance
with the German Securities Acquisition and Takeover Act (the
"German Takeover Act"). The amendment to the Minimum
Acceptance Threshold lowers the aggregate number of AIXTRON Shares
for which the Takeover Offer has to be validly accepted without
having been validly withdrawn at the time of the expiration of the
extended acceptance period for the Takeover Offer to a total of at
least 56,472,898 AIXTRON Shares. The amended Minimum Acceptance
Threshold corresponds to an acceptance quota of at least 50.1% of
the 112,720,355 AIXTRON Shares issued on May 23, 2016, the
date the Bidder published its decision to make the Takeover Offer
(the "Announcement Date"). Previously, the Minimum
Acceptance Threshold was 67,632,213 AIXTRON Shares (or 60% of the
AIXTRON Shares issued on the Announcement Date).
As of October 6, 2016, 14:00 hrs
local time Frankfurt am Main,
Germany ("Frankfurt
Time")/08:00 a.m. local time
New York, United States ("New York Time"), the
Takeover Offer had been accepted for a total of 49,518,610 AIXTRON
Shares (including 1,087,305 treasury shares tendered by AIXTRON),
which corresponds to an acceptance rate of approximately 43.93% of
the AIXTRON Shares issued on the Announcement Date.
The acceptance period for the Takeover Offer was set to expire
on October 7, 2016, 24:00 hrs Frankfurt Time/6:00
p.m. New York Time, unless extended pursuant to the applicable
rules under the German Takeover Act.
As a result of the change to the Minimum Acceptance
Threshold, in accordance with the German Takeover Act, the Takeover
Offer is extended 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 Takeover
Act, the Takeover Offer may not be extended further due to an
amendment of the Takeover Offer.
The Takeover Offer, and any contracts which come into existence
as a result of the acceptance of the Takeover Offer, still remain
subject to the fulfilment of the conditions precedent set out in
Sections 4.2.1 (as amended), 4.2.3 and 4.2.4 of the Offer
Document, which must be fulfilled by the end of the extended
acceptance period now ending on October 21,
2016. Furthermore, the Takeover Offer, and any contracts
which come into existence as a result of the acceptance of the
Takeover Offer, still remain subject to the fulfilment of the
conditions precedent set out in Sections 4.2.2 (ii)-(iv) of
the Offer Document, which can be fulfilled after the expiration of
the extended acceptance period, but no later than February 28,
2017. Pursuant to the German Takeover Act, the Bidder may not
make any additional amendments to the Takeover Offer or further
waive any of the conditions precedent to the Takeover Offer,
including the amended and reduced Minimum Acceptance Threshold, at
any time during the extended acceptance period or thereafter.
Due to the change to the Minimum Acceptance Threshold and the
extension of the Takeover Offer by two weeks as required by the
German Takeover Act, certain additional changes and amendments to
the Takeover Offer and the Offer Document will occur as set forth
in greater detail in the amendment to the Takeover Offer, published
October 6, 2016 (the
"Amendment"). The Amendment alters and supplements the
Takeover Offer and the Offer Document and this press release is
qualified in its entirety by the information contained in the Offer
Document as amended by the Amendment. The Offer Document must
be read in conjunction with the Amendment. Unless otherwise
specified in the Amendment, the provisions contained in the Offer
Document continue to apply unchanged.
The Offer Document and the Amendment as well as English
translations of the Offer Document and the Amendment are available
for download on the internet under
http://www.grandchip-aixtron.com.
The Offer Document and the Amendment are also available for
distribution free of charge in Germany at Deutsche Bank AG,
GSS/Issuer Services, Post-IPO Services,
Taunusanlage 12, 60325 Frankfurt am Main, Germany,
fax: +49 (0)69 910-38794,
e-mail: dct.tender-offers@db.com.
The English translation of the Offer Document and the Amendment
are available free of charge from D.F. King & Co., Inc. at D.F.
King & Co., Inc., 48 Wall Street, New
York, NY 10005, United
States, e-mail: AIXG@dfking.com and by calling D.F. King
& Co., Inc. at +1 (877) 478-5043 (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 as approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht), 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, as
amended from time to time (the "Tender Offer Statement").
AIXTRON has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the Takeover Offer, as
amended from time to time.
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, including by the Amendment,
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 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