Form SC TO-T/A 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

 

(Amendment No. 4)

 

AIXTRON SE

(Name of Subject Company (Issuer))

 

Grand Chip Investment GmbH

Grand Chip Investment S.à r.l.

Fujian Grand Chip Investment Fund LP

Zhendong Liu

(Name of Filing Persons (Offerors))

 

All No-Par Value Registered Shares,

Including Those Represented by

American Depositary Shares

(Title of Class of Securities)

 

D0257Y135 (Shares)

009606104 (American Depositary Shares)

(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 the Person(s) Filing Statement)

 

With copies to:

Scott R. Saks

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

(212) 318-6000

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)		Amount of Filing Fee(2)
$743,018,846.26		$74,822.00

 

(1)                                 Estimated for purposes of calculating the amount of the filing fee only. The calculation of the transaction valuation assumes the purchase of 112,907,070 no-par value registered shares (each, an “AIXTRON Share”), of AIXTRON SE (“AIXTRON”) (including those AIXTRON Shares represented by American Depositary Shares (“AIXTRON ADSs”), at a purchase price of EUR 6.00 per AIXTRON Share in cash, converted into U.S. dollars at the noon buying rate as of July 22, 2016 published by the Federal Reserve Bank of New York on July 25, 2016 of 1.0968 U.S. dollars per 1.00 Euro. Such number of AIXTRON Shares represents the sum of (a) 112,737,030 AIXTRON Shares issued as of July 28, 2016, and (b) 170,040 AIXTRON Shares, which represents the number of AIXTRON Shares issuable pursuant to the exercise of 170,040 stock options that were issued and outstanding as of June 30, 2016 that had an exercise price of not above the per share offer consideration.

 

(2)                                 The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction valuation by 0.0001007.

 

x                                  Check the box if any part of the filing 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:  $74,822.00

Form or Registration No.: Schedule TO

Filing Party: Grand Chip Investment GmbH; Grand Chip Investment S.à r.l.; Fujian Grand Chip Investment Fund LP; and Zhendong Liu

Date Filed:  July 29, 2016

 

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

 

Check the appropriate boxes below to designate any transaction 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:

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

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

 

 

 

This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed 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”), Grand Chip Investment S.à r.l., Fujian Grand Chip Investment Fund LP, the Bidder’s indirect parent company (“FGC”), and Mr. Zhendong Liu, FGC’s Managing Partner (“Mr. Liu”; and together with the Bidder, Grand Chip Investment S.à r.l., and FGC, the “Filing Persons”), and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2016 (together with any amendments and supplements thereto, the “Schedule TO”) by the Filing Persons. The Schedule TO relates to the voluntary takeover offer (the “Takeover Offer”) by the Bidder to purchase all no-par value registered shares (the “AIXTRON Shares”) in AIXTRON SE (“AIXTRON”), including the AIXTRON Shares represented by American Depositary Shares (“AIXTRON ADSs”), pursuant to a Business Combination Agreement, dated as of May 23, 2016, among AIXTRON, AIXTRON China Ltd., the Bidder, FGC, and Mr. Liu. The terms and conditions of the Takeover Offer are described in the Offer Document, dated as of July 29, 2016 (the “Offer Document”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and, where applicable, the related Declaration of Acceptance or ADS Letter of Transmittal and the instructions thereto, copies of which were filed as Exhibits (a)(1)(B) and (a)(1)(E), respectively, to the Schedule TO.

 

This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.

 

ITEM 12.  EXHIBITS

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

 

Exhibit		Description
(a)(5)(N)		Questionnaire for online participation only (English version of document prepared in English and German).
(a)(5)(O)		Letter to Shareholders for online, mobile, letter or fax participation (English translation of document prepared in German only).
(a)(5)(P)		Letter to Shareholders for online participation only.

 

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SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 17, 2016

 

	GRAND CHIP INVESTMENT GMBH
	By:	/s/ Zhendong Liu
		Name:	Zhendong Liu
		Title:	Managing Director
	GRAND CHIP INVESTMENT S.À R.L.
	By:	/s/ Zhendong Liu
		Name:	Zhendong Liu
		Title:	Class A Manager
	By:	/s/ Qian Zhao
		Name:	Qian Zhao
		Title:	Class B Manager
	FUJIAN GRAND CHIP INVESTMENT FUND LP
	By:	/s/ Zhendong Liu
		Name:	Zhendong Liu
		Title:	General Partner
	ZHENDONG LIU
	/s/ Zhendong Liu

 

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EXHIBIT INDEX

 

Exhibit		Description
(a)(1)(A)*		Offer Document, published July 29, 2016.
(a)(1)(B)*		Suggested Letter to Clients for use by custodian banks for shares held through the Clearstream Banking AG booking system, including the Declaration of Acceptance (English version of document prepared in English and German).
(a)(1)(C)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADS Letter).
(a)(1)(D)*		Suggested Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADS Letter).
(a)(1)(E)*		ADS Letter of Transmittal.
(a)(1)(F)*		Notice of Guaranteed Delivery.
(a)(1)(G)*		Summary Publication, as published in the New York Times on July 29, 2016.
(a)(1)(H)*		Form W-9 and Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.
(a)(1)(I)*		Technical Guidelines for the Settlement (English translation (except for German version of Suggested Letter to Clients and Declaration of Acceptance) of document prepared in German only (except for English version of Suggested Letter to Clients and Declaration of Acceptance)).
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)*		Press Release of the Bidder, dated July 29, 2016 (English version of document prepared in English and German).
(a)(5)(B)*		Notice of Availability of the Offer Document, dated July 29, 2016 (English translation of document prepared in German only).
(a)(5)(C)		Joint Press Release of AIXTRON and the Bidder, dated May 23, 2016, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016.
(a)(5)(D)		Investor Presentation, dated May 23, 2016, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016.
(a)(5)(E)		Transaction Fact Sheet, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016.
(a)(5)(F)		Transaction Website, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016.
(a)(5)(G)		Questions and Answers about the Transaction, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016.
(a)(5)(H)		Announcement Required under German Law, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016.
(a)(5)(I)*		Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 5, 2016.
(a)(5)(J)*		Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on August 5, 2016 (English translation of document prepared in German only).
(a)(5)(K)*		Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 12, 2016.
(a)(5)(L)*		Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on August 12, 2016 (English translation of document prepared in German only).
(a)(5)(M)*		Transaction Website, as of August 12, 2016.
(a)(5)(N)		Questionnaire for online participation only (English version of document prepared in English and German).
(a)(5)(O)		Letter to Shareholders for online, mobile, letter or fax participation (English translation of document prepared in German only).
(a)(5)(P)		Letter to Shareholders for online participation only.
(b)(1)*		Commitment Letter, dated May 19, 2016, by Sino IC Leasing Co., Ltd.
(b)(2)*		Irrevocable Payment Guarantee, dated as of June 6, 2016, by Agricultural Bank of China Limited, Shanghai Branch, in favor of the Bidder.
(b)(3)*		Irrevocable Payment Guarantee, dated as of June 6, 2016, by Agricultural Bank of China Limited, Shanghai Branch, in favor of the Bidder.
(b)(4)*		Irrevocable Payment Guarantee, dated as of May 27, 2016, by China CITIC Bank, Shanghai Branch, in favor of the Bidder.
(b)(5)*		Irrevocable Payment Guarantee, dated as of May 27, 2016, by China Development Bank Corporation Xiamen Branch, in favor of the Bidder.
(d)(1)*		Business Combination Agreement, dated as of May 23, 2016, by and among AIXTRON SE, AIXTRON China Ltd., Grand Chip Investment GmbH, Fujian Grand Chip Investment Fund LP and Mr. Zhendong Liu.
(g)		Not applicable.
(h)		Not applicable.

 

*                                         Previously filed.

 

4

Exhibit (a)(5)(N)

 

Questionnaire — GCI / AIXTRON

 

 Online Survey

 

Please enter your verification code:

 

Verification code:

ABXF789

 

·                  The verification code serves to avoid multiple participations.

·                  Your personal data will not be linked with the verification code.

 

To what extent do you agree or disagree with the following statements? Please only tick one answer per question.

 

1.    AIXTRON SE (“AIXTRON”) as a high-tech company focuses on various attractive leading-edge technologies requiring sustained R&D Investments. AIXTRON can keep up the pace of investing into its technology portfolio.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

2.    The transaction has more advantages than disadvantages for AIXTRON.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

3.    The Bidder is a strategic partner that will support AIXTRON’s growth in the Chinese market.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

4.    I expect the share price to climb back to a significantly higher level, despite the recent share price development.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

5.    The Bidder will keep the AIXTRON know-how in its existing technology hubs.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

6.    The Bidder’s planned takeover offer of 6 Euros per share is attractive as it is more than 50% over the average share price seen before the announcement of this transaction.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

7.    Without the current transaction offer by the Bidder, I see AIXTRON’s share price to fall back below the current trading price.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

8.    I would accept the Bidder’s offer.

 

I fully agree - (1)		(2)		(3)		(4)		I totally disagree - (5)		Don’t know

 

Thank you for your participation!

 

Exhibit (a)(5)(O)

 

 

Only for information purposes

 

DELPHI RESEARCH | Scharnweberstr. 11, 10247 Berlin, Germany

 

Name
Adresse
Adresse			VERIFICATION CODE:  ABXF789
Adresse			15.08.2016

 

YOUR OPINION AS AIXTRON SHAREHOLDER

 

Dear shareholder,

 

On 29 July 2016, Grand Chip Investment GmbH (the “Bidder”) published the offer document with respect to a voluntary public takeover offer to the shareholders of AIXTRON SE (“AIXTRON”), Herzogenrath, Germany, to acquire all no-par value registered shares of AIXTRON (“AIXTRON Shares”), including all AIXTRON Shares represented by American Depositary Shares (“ADSs”).

 

On behalf of the Bidder, we are seeking to determine the current sentiment towards the takeover offer through a brief survey. Your opinion as a shareholder is of high importance to the Bidder.

 

We would therefore kindly ask you to take a couple of minutes to answer the following questions. The survey should take no longer than 2 minutes of your time. In order to complete the survey, please use the following options:

 

In case you would like to participate in this survey online:

 

·                  Please enter the following link into your web-browser: www.survey-gci.com

·                  On the first page of the online survey, you will be asked to enter your verification code. This number is also located on the top right hand side of this letter. The verification code serves to avoid multiple participations. Your personal data will not be linked with the verification code.

·                  Please be assured that this survey is anonymous.

 

In case you would like to participate in this survey via post or fax:

 

·                  Please tick only one answer per question

·                  Please send the completed questionnaire using the enclosed, stamped envelope to the specified mailbox

·                  Or send us the completed questionnaire via fax to: +49 (0) 6732-940194

·                  Please do not write your name on the questionnaire form, since this is an anonymous survey

·                  Please only use the specified mailbox address for participation in this survey

 

The closing date for the online survey and the entry deadline for the reply via post or fax is 18.09.2016.

 

In advance, we would like to thank you for participating in this survey!

 

Kind regards,Delphi Research

 

 

Important Information 1:

 

This survey is a shareholder survey on behalf of Fujian Grand Chip Investment („Fujan”).Delphi Research, Scharnweberstr. 11, 10247 Berlin („Delphi”) is in charge of the conduction of this survey. Aixtron SE, Dornkaulstraße 2, 52134 Herzogenrath („Aixtron”) is the responsible authority with regard to the processing of personal data according to data protection law. Your answers are sent to Delphi. These data will aggregated and analyzed anonymously  by Delphi on behalf of Aixtron. Only the aggregated results will be delivered to Fujan.

 

Important Information 2:

 

This letter and the accompanying survey are for informational purposes only and are 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 29 July 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 BaFin and related offer materials prepared by the Bidder. The English translation of the Offer Document 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. AIXTRON filed 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, as they each may be amended from time to time, contains important information that should be read carefully before any decision is made with respect to the Takeover Offer, because they, and not this letter or the accompany survey, will govern the terms and conditions of 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 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.

 

Important Information 3:

 

Dear Shareholder, due to an error from the share register operator, we received wrong shareholder data (in the meantime this data has been deleted and will not be further used). To guarantee a methodically flawless survey, we decided to set up a completely new survey. We are very sorry for any inconvenience this may cause. If you have any questions please feel free to contact us via [email protected].

 

Exhibit (a)(5)(P)

 

 

DELPHI RESEARCH | Scharnweberstr. 11, 10247 Berlin, Germany

 

Name
Adresse
Adresse			VERIFICATION CODE:  ABXF789
Adresse			25.08.2016

 

YOUR OPINION AS AIXTRON SHAREHOLDER

 

Dear shareholder,

 

On 29 July 2016, Grand Chip Investment GmbH (the “Bidder”) published the offer document with respect to a voluntary public takeover offer to the shareholders of AIXTRON SE (“AIXTRON”), Herzogenrath, Germany, to acquire all no-par value registered shares of AIXTRON (“AIXTRON Shares”), including all AIXTRON Shares represented by American Depositary Shares (“ADSs”).

 

On behalf of the Bidder, we are seeking to determine the current sentiment towards the takeover offer through a brief survey. Your opinion as a shareholder is of high importance to the Bidder.

 

We would therefore kindly ask you to take a couple of minutes to answer the following questions. The survey should take no longer than 2 minutes of your time. In order to complete the online survey, please use the following guidelines:

 

·                  Please enter the following link into your web-browser: www.survey-gci.com

·                  On the first page of the online survey, you will be asked to enter your verification code. This number is also located on the top right hand side of this letter. The verification code serves to avoid multiple participations. Your personal data will not be linked with the verification code.

·                  Please be assured that this survey is anonymous.

 

The survey will close on 18.09.2016.

 

In advance, we would like to thank you for participating in this survey!

 

Kind regards,

 

Delphi Research

 

 

Important Information 1:

 

This survey is a shareholder survey on behalf of Fujian Grand Chip Investment (“Fujian”). Delphi Research, Scharnweberstr. 11, 10247 Berlin (“Delphi”) is in charge of the conduction of this survey. AIXTRON is the responsible authority with regard to the processing of personal data according to data protection law. Your answers are sent to Delphi. These data will be aggregated and analyzed anonymously by Delphi on behalf of AIXTRON. Only the aggregated results will be delivered to Fujian.

 

Important Information 2:

 

This letter and the accompanying survey are for informational purposes only and are 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 29 July 2016. The terms and conditions of the Takeover Offer are published, 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 BaFin and related offer materials prepared by the Bidder. The English translation of the Offer Document 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. AIXTRON filed 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, as they each may be amended from time to time, contains important information that should be read carefully before any decision is made with respect to the Takeover Offer, because they, and not this letter or the accompany survey, will govern the terms and conditions of 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 www.sec.gov. In addition, the Bidder’s Tender Offer Statement and other documents it will file with the SEC are available at www.grandchip-aixtron.com.

 

Important Information 3:

 

Dear Shareholder, due to an error from the share register operator, we received wrong shareholder data (in the meantime this data has been deleted and will not be further used). Therefore, it might be that you receive a letter regarding this survey for the second time. If this is the case, please participate in the survey again. We are very sorry for any inconvenience this may cause.