Grand Chip Investment Issues Update on AIXTRON SE (AIXG) Takeover;
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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.
The acceptance period for the Takeover Offer expires 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"), unless extended pursuant to the applicable rules under the German Securities Acquisition and Takeover Act.
As of September 16, 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 7,890,309 AIXTRON Shares. This corresponds to approximately 7.00% of the AIXTRON Share Capital and the existing voting rights of AIXTRON.
For the purpose of the minimum acceptance threshold (the "Minimum Acceptance Threshold") as set out in Section 4.2.1 of the Offer Document for the Takeover Offer (the "Offer Document"), this corresponds to an acceptance rate of 7.00%. 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represented by ADSs) for which the Takeover Offer has been validly accepted without the acceptance having been validly withdrawn amounts to a total of at least 67,632,213 AIXTRON Shares (including the AIXTRON Shares represented by ADSs). The Minimum Acceptance Threshold corresponds to an acceptance quota of at least 60% 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.
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