Close

Form SC TO-T/A AIXTRON SE Filed by: Grand Chip Investment GmbH

October 19, 2016 11:25 AM EDT

 

 

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. 22)

 

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. 22 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, as amended by the Amendment of the Takeover Offer, dated October 6, 2016, copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(J), respectively, to the Schedule TO (collectively, the “Offer Document”), 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)(DDD)

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 19, 2016.

(a)(5)(EEE)

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 19, 2016 (English translation of document prepared in German only).

 

2



 

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: October 19, 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

 

3



 

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)(1)(J)

*

 

Amendment of the Takeover Offer, published October 6, 2016.

(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.

(a)(5)(Q)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 19, 2016.

(a)(5)(R)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on August 19, 2016 (English translation of document prepared in German only).

(a)(5)(S)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 26, 2016.

(a)(5)(T)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on August 26, 2016 (English translation of document prepared in German only).

(a)(5)(U)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 2, 2016.

(a)(5)(V)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on September 2, 2016 (English translation of document prepared in German only).

(a)(5)(W)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 9, 2016.

 

4



 

(a)(5)(X)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on September 9, 2016 (English translation of document prepared in German only).

(a)(5)(Y)

*

 

Press Release of the Bidder Regarding Fulfillment of an Offer Condition, dated September 13, 2016.

(a)(5)(Z)

*

 

Notice of the Bidder Regarding Fulfillment of an Offer Condition, as published in the German Federal Gazette on September 13, 2016 (English translation of document prepared in German only).

(a)(5)(AA)

*

 

Press Release of the Bidder Providing Supplemental Information Regarding its Voluntary Public Takeover Offer, dated September 13, 2016 (English version of document prepared in English and German).

(a)(5)(BB)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 16, 2016.

(a)(5)(CC)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on September 16, 2016 (English translation of document prepared in German only).

(a)(5)(DD)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 23, 2016.

(a)(5)(EE)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on September 23, 2016 (English translation of document prepared in German only).

(a)(5)(FF)

*

 

Print Advertisement of the Bidder Regarding the End of the Acceptance Period of the Takeover Offer (English translation of document prepared in German only).

(a)(5)(GG)

*

 

Digital Advertisement of the Bidder Regarding the End of the Acceptance Period of the Takeover Offer (English translation of document prepared in German only).

(a)(5)(HH)

*

 

Press Release of the Bidder Regarding the End of the Acceptance Period, dated September 27, 2016.

(a)(5)(II)

*

 

Press Release of the Bidder Regarding the End of the Acceptance Period, dated September 27, 2016 (English translation of document prepared in German only).

(a)(5)(JJ)

*

 

Press Release of the Bidder Regarding Interim Takeover Results, dated September 30, 2016.

(a)(5)(KK)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on September 30, 2016 (English translation of document prepared in German only).

(a)(5)(LL)

*

 

Interview of Mr. Zhendong Liu with Spiegel Online, as published by Spiegel Online on October 4, 2016 (English translation of interview published in German only).

(a)(5)(MM)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 4, 2016.

(a)(5)(NN)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 4, 2016 (English translation of document prepared in German only).

(a)(5)(OO)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 5, 2016.

(a)(5)(PP)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 5, 2016 (English translation of document prepared in German only).

(a)(5)(QQ)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 6, 2016.

(a)(5)(RR)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 6, 2016 (English translation of document prepared in German only).

(a)(5)(SS)

*

 

Press Release of the Bidder Regarding the Amendment of the Takeover Offer, dated October 6, 2016 (English version of document prepared in English and German).

(a)(5)(TT)

*

 

Notice of Availability of the Amendment of the Takeover Offer, dated October 6, 2016 (English translation of document prepared in German only).

(a)(5)(UU)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 7, 2016.

(a)(5)(VV)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 7, 2016 (English translation of document prepared in German only).

(a)(5)(WW)

*

 

Transaction Website, as of October 7, 2016.

(a)(5)(XX)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 14, 2016.

(a)(5)(YY)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 14, 2016 (English translation of document prepared in German only).

(a)(5)(ZZ)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 17, 2016.

(a)(5)(AAA)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 17, 2016 (English translation of document prepared in German only).

(a)(5)(BBB)

*

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 18, 2016.

(a)(5)(CCC)

*

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 18, 2016 (English translation of document prepared in German only).

(a)(5)(DDD)

 

 

Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 19, 2016.

(a)(5)(EEE)

 

 

Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 19, 2016 (English translation of document prepared in German 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.

 

5



 

(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.

 

6


Exhibit (a)(5)(DDD)

 

Voluntary public takeover offer by Grand Chip Investment GmbH for AIXTRON SE: Grand Chip Investment GmbH Announces Interim Results of Takeover Offer

 

Frankfurt, October 19, 2016 — 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. On October 6, 2016, the Bidder amended the Takeover Offer with respect to the minimum acceptance threshold set forth in Section 4.2.1 of the Offer Document for the Takeover Offer (the “Offer Document”).

 

The acceptance period for the Takeover Offer initially expired 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”). As a result of the amendment to the Takeover Offer, the acceptance period has been extended by law by two weeks.  Accordingly, the Takeover Offer may be accepted until October 21, 2016, 24:00 hrs Frankfurt Time/6:00 p.m. New York Time.  Under the German Securities Acquisition and Takeover Act, the Takeover Offer may not be extended further due to an amendment of the Takeover Offer.

 

As of October 19, 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 68,444,196 AIXTRON Shares. This corresponds to approximately 60.68% of the AIXTRON Share Capital and the existing voting rights of AIXTRON.

 

For the purpose of the minimum acceptance threshold as set out by the Bidder in the amendment to the Takeover Offer (the “Minimum Acceptance Threshold”), this corresponds to an acceptance rate of 60.72%. 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 56,472,898 AIXTRON Shares (including the AIXTRON Shares represented by ADSs). The Minimum Acceptance Threshold corresponds to an acceptance quota of at least 50.1% 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 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.

 

Information Agent Information

 

The German and U.S. Information Agents for the Takeover Offer are, respectively:

 

D.F. King Ltd

 

D.F. King & Co., Inc.

125 Wood Street

 

48 Wall Street, 22nd Floor

London EC2V 7AN

 

New York, NY 10005

Email: [email protected]

 

Email: [email protected]

Tel: +49 (0)30 610 820 730

 

Tel: +1-877-478-5043

 

 

(toll-free in the United States)

 

Grand Chip Investment GmbH

 

Media

 

Brunswick Group

Email: [email protected]

Tel: +49 (0) 30 2067 3386

 



 

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 ADSs) commenced on July 29, 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, the amendment thereto and related offer materials prepared by the Bidder. The English translation of the Offer Document, the amendment thereto 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 has 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 may be 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 the Offer Document and certain related documents included in the Tender Offer Statement, and not this press release, 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 has filed or will file with the SEC are or will be available at www.grandchip-aixtron.com.

 


Exhibit (a)(5)(EEE)

 

Grand Chip Investment GmbH

 

Frankfurt am Main

 

Announcement pursuant to section 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG))

 

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

 

On 29 July 2016, Grand Chip Investment GmbH, with registered office in Frankfurt am Main, Germany (“Bidder”), published the offer document (the “Offer Document”) for its voluntary public takeover offer (“Takeover Offer”) to the shareholders of AIXTRON SE, with registered office in Herzogenrath, Germany (“AIXTRON”), for the acquisition of their no-par value registered shares (auf den Namen lautende Stückaktien) 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. On 6 October 2016, the Bidder amended the Takeover Offer with respect to the minimum acceptance threshold set forth in Section 4.2.1 of the Offer Document.

 

The acceptance period for this Takeover Offer initially expired on 7 October 2016, 24:00 hrs local time Frankfurt am Main, Germany, and 6:00 p.m. local time New York, United States, respectively. As a result of the amendment to the Takeover Offer, the acceptance period has been extended by law by two weeks. Thus, the Takeover Offer may be accepted until 21 October 2016, 24:00 hrs local time Frankfurt am Main, Germany, and 6:00 p.m. local time New York, United States, respectively.

 

As of 19 October 2016, 14:00 hrs local time Frankfurt am Main, Germany, and 08:00 a.m. local time New York, United States, (“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 (“AIXTRON Share Capital”).

 

1. As of the Reference Date the Takeover Offer has been accepted for a total of 68,444,196 AIXTRON Shares. This corresponds to approximately 60.68 per cent of the AIXTRON Share Capital and the existing voting rights of AIXTRON.

 

2. For the purpose of the minimum acceptance threshold as set out by the Bidder in the amendment to the Takeover Offer this corresponds to an acceptance rate of 60.72 per cent. The minimum acceptance threshold as set out by the Bidder 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

 



 

56,472,898 AIXTRON Shares (including the AIXTRON Shares represented by ADSs). The minimum acceptance threshold corresponds to an acceptance quota of at least 50.1 per cent of the total number of 112,720,355 AIXTRON Shares (including the AIXTRON Shares represented by ADSs) issued on the announcement date (23 May 2016).

 

3. As of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Securities Acquisition and Takeover Act nor their subsidiaries directly held AIXTRON Shares. Moreover, as of the Reference Date, no further voting rights attached to AIXTRON Shares were attributed to the Bidder or persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Securities Acquisition and Takeover Act or their subsidiaries pursuant to section 30 of the German Securities Acquisition and Takeover Act.

 

4. As of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Securities Acquisition and Takeover Act nor their subsidiaries held any voting rights with regard to AIXTRON that have to be announced pursuant to sections 25, 25a of the German Securities Trading Act (Wertpapierhandelsgesetz).

 

Frankfurt am Main, 19 October 2016

 

Grand Chip Investment GmbH

 

Important Information

 

This announcement pursuant to section 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act 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 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, the amendment thereto and related offer materials prepared by the Bidder. The English translation of the Offer Document, the amendment thereto 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 may be 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 the Offer Document and certain related documents included in the Tender Offer Statement, and not this announcement, 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 has filed or will file with the SEC are or will be available at www.grandchip-aixtron.com.

 




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings