Form SC 14D9/A AIXTRON SE Filed by: AIXTRON SE

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(RULE 14d-101)

 

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 10)

 

 

AIXTRON SE

(Name of Subject Company)

 

 

AIXTRON SE

(Name of Person(s) Filing Statement)

 

 

Ordinary Shares, no-par value registered share

American Depositary Shares, each representing one Ordinary Share

(Title of Class of Securities)

 

D0257Y135 (Ordinary Shares)

009606104 (American Depositary Shares)

(CUSIP Number of Class of Securities)

 

 

Martin Goetzeler

AIXTRON SE

Dornkaulstr. 2

52134 Herzogenrath,

Federal Republic of Germany

+49 2407 9030-113
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)

 

With copies to:

 

 

 

o            Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

This Amendment No. 10 (the “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the “Schedule 14D-9”) originally filed by AIXTRON SE (“AIXTRON”), with the Securities and Exchange Commission on August 11, 2016, relating to the voluntary takeover offer (the “Takeover Offer”) by Grand Chip Investment GmbH, a limited liability company organized under the laws of Germany and registered with the commercial register of the local court of Frankfurt am Main under HRB 104996 (the “Bidder”), to purchase all no-par value registered shares (the “AIXTRON Shares”) in AIXTRON, including the AIXTRON Shares represented by American Depositary Shares, pursuant to a Business Combination Agreement, dated as of May 23, 2016, among AIXTRON, AIXTRON China Ltd., the Bidder, Fujian Grand Chip Investment Fund LP, the Bidder’s indirect parent company (“FGC”), and Mr. Zhendong Liu, FGC’s Managing Partner.

 

Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

 

Items 1 through 8

 

On December 3, 2016, AIXTRON issued an ad hoc announcement, which is filed as Exhibit (a)(35) hereto and is incorporated herein by reference.

 

Item 9. Exhibits

 

The exhibit list in Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding Exhibit (a)(35) as set forth below:

 

Exhibit No.		Description
(a)(35)		Ad Hoc Announcement issued by AIXTRON SE on 3 December 2016.

 

2

 

SIGNATURE

 

After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	AIXTRON SE
	By:	/s/ MARTIN GOETZELER
	Name: Martin Goetzeler
	Title: President and CEO
	By:	/s/ DR. BERND SCHULTE
	Name: Dr. Bernd Schulte
	Title: Executive Vice President and COO

 

Dated: 5 December 2016

 

3

Exhibit (a)(35)

 

 

AIXTRON SE: Tender Offer by Grand Chip Investment GmbH / Prohibition of Acquisition of U.S. Business of AIXTRON by the U.S. President

 

Herzogenrath, Germany, December 3, 2016 — AIXTRON SE (FSE: AIXA, AIXC; NASDAQ: AIXG), one of the world’s leading providers of deposition equipment to the semiconductor industry, announced today that the President of the United States issued an order (the “Order”) on December 2, 2016 prohibiting the acquisition of the U.S. business of AIXTRON SE (AIXTRON) by Grand Chip Investment GmbH (GCI) or its parent companies and their partners, directly or indirectly. The Order defines the U.S. business of AIXTRON to include Aixtron, Inc. and any asset of AIXTRON used in, owed for the use in or benefit of, the activities in interstate commerce in the United States of Aixtron, Inc. (including U.S. patents and patent applications).

 

The presidential order was limited to the U.S. business and did not prohibit the acquisition of AIXTRON shares and ADSs by GCI.

 

The full text of the Order is accessible under: https://www.whitehouse.gov/briefing-room/presidential-actions.

 

The Bidder and AIXTRON are evaluating the impact of the Order on the conditions to be fulfilled under the takeover offer and will coordinate with the German Federal Financial Supervisory Authority (BaFin) to examine the consequences of the Order on the takeover process.

 

Contact:

 

Guido Pickert

Investor Relations & Corporate Communications

T: +49 (2407) 9030-444

F: +49 (2407) 9030-445

[email protected]

 

For further information on AIXTRON (FSE: AIXA/AIXC, ISIN DE000A0WMPJ6/ DE000A2BPYT0; NASDAQ: AIXG, ISIN US0096061041) please consult our website at http://www.aixtron.com.

 

 

Additional information

 

This document 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 ordinary shares (including ordinary shares represented by American depositary shares) of AIXTRON SE commenced on 29 July 2016.  The terms and conditions of the takeover offer have been published in, and the solicitation and offer to purchase ordinary shares (including ordinary shares represented by American depositary shares) are made only pursuant to, the offer document and related offer materials prepared by Grand Chip Investment GmbH and as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).  AIXTRON SE has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the takeover offer on 11 August 2016; in addition, AIXTRON SE’s Management Board and Supervisory Board has published a statement pursuant to Sec. 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG).  The now amended takeover offer as well as its English translation is available on the internet at www.grandchip-aixtron.com.

 

Acceptance of the takeover offer by shareholders that are resident outside Germany and the United States may be subject to further legal requirements.  With respect to the acceptance of the takeover offer outside Germany and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.

 

The so called Tender Offer Statement (including the offer document, a related letter of transmittal and other related offer materials) and the Solicitation/Recommendation Statement, as they may be amended from time to time, as well as the Management and Supervisory Board’s statement pursuant to Sec. 27 WpÜG (as 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 they, and not this document, govern the terms and conditions of the takeover offer.  Those materials and other documents filed by Grand Chip Investment GmbH or AIXTRON SE with the SEC are available at no charge on the SEC’s web site at www.sec.gov.  In addition, Grand Chip Investment GmbH’s Tender Offer Statement and other documents it has filed with the SEC will be available at www.grandchip-aixtron.com.