Grand Chip to Refer CFIUS Decision on Aixtron (AIXG) Takeover to President

November 21, 2016 8:32 AM EST
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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 (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The Bidder and AIXTRON have not withdrawn the Notice or abandoned the transaction.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.‚Äč



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