Form SC TO-C AIXTRON SE Filed by: Grand Chip Investment GmbH

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

AIXTRON SE

(Name of Subject Company (Issuer))

 

Grand Chip Investment GmbH

(Names of Filing Persons (Offeror))

 

American Depositary Shares

(each representing one Ordinary Share)

(Title of Class of Securities)

 

D0257Y135

(CUSIP Number of Class of Securities)

 

Mr. Zhendong Liu

Fujian Grand Chip Investment Fund LP

Room 1201, 12/F, IFC Building

82# Zhanhong Road, Xiamen, China

Telephone:  +86 592 5204789

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

Copies to:

Scott R. Saks

Paul Hastings LLP
200 Park Ave
New York, NY 10166
(212) 318-6000

 

CALCULATION OF FILING FEE

 

Transaction Valuation		Amount of Filing Fee
Not applicable*		Not applicable*

 

* In accordance with General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

 

o                      Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:	N/A	Filing Party:	N/A
Form of Registration No.:	N/A	Date Filed:	N/A

 

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

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x                    third party tender offer subject to Rule 14d-1

 

o                      issuer tender offer subject to Rule 13e-4

 

o                      going private transaction subject to Rule 13e-3

 

o                      amendment to Schedule 13D under Rule 13d-2

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨                      Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

x                    Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

Exhibit Index

 

99.1	Press Release of Grand Chip Investment GmbH, dated July 1, 2016 (English version of press release issued in English and German).

 

2

Exhibit 99.1

 

Voluntary public takeover offer by Grand Chip Investment GmbH for AIXTRON SE:
Extension of period for submission of the offer document to BaFin

 

On 23 May 2016, Grand Chip Investment GmbH (“Bidder”), published its decision to make a voluntary public takeover offer to the shareholders of AIXTRON SE (“AIXTRON”) for the acquisition of their no-par value registered shares (ISIN: DE000A0WMPJ6) (“AIXTRON Shares”), including all AIXTRON Shares represented by American Depositary Shares (ISIN: US0096061041).

 

In order to permit for coordination of the parallel offer process under German and US law, upon application of the Bidder the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; “BaFin”) granted an extension of the period for submitting the offer document to BaFin pursuant to § 14 para. 1 sentence 3 WpÜG of four weeks until 18 July 2016.

 

The public takeover offer will be launched without undue delay after the approval of the offer document by BaFin which is expected to be obtained by the end of July or in early August 2016.

 

Frankfurt am Main, 1 July 2016

 

Grand Chip Investment GmbH
Mr Zhendong Liu, Managing Director (Geschäftsführer)

 

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 American depositary shares (“ADSs”)) has not commenced. The terms and conditions of the takeover offer will be published in, and the solicitation and offer to purchase AIXTRON Shares (including AIXTRON Shares represented by ADSs) will be made only pursuant to the offer document and related offer materials prepared by the Bidder and as approved by BaFin. Once the Bidder has obtained the necessary permission from BaFin, the offer document and related offer materials will be published and also filed with the U.S. Securities and Exchange Commission (the “SEC”) in a Tender Offer Statement on Schedule TO at the time the takeover offer is commenced.  AIXTRON intends to file 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) and the Solicitation/Recommendation Statement, as they may be amended from time to time will contain important information that should be read carefully before any decision is made with respect to the takeover offer because they will govern the terms and conditions of the takeover offer.  Those materials and other documents filed by the Bidder or AIXTRON with

 

 

the SEC will be available at no charge on the SEC’s web site at www.sec.gov.  In addition, the Bidder’s Tender Offer Statement and other documents it will file with the SEC will be available at www.grandchip-aixtron.com.