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. 26)
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. 26 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 Bidders indirect parent company (FGC), and Mr. Zhendong Liu, FGCs 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)(KKK) |
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Press Release of the Bidder Regarding the Results of the Acceptance Period and the Fulfilment of Certain Offer Conditions, dated October 27, 2016. |
(a)(5)(LLL) |
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Notice of the Bidder Regarding the Results of the Acceptance Period and the Fulfilment of Certain Offer Conditions, as published in the German Federal Gazette, dated October 27, 2016 (English translation of document prepared in German only). |
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 27, 2016
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GRAND CHIP INVESTMENT GMBH | ||
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By: |
/s/ Zhendong Liu | |
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Name: |
Zhendong Liu |
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Title: |
Managing Director |
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GRAND CHIP INVESTMENT S.À R.L. | ||
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By: |
/s/ Zhendong Liu | |
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Name: |
Zhendong Liu |
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Title: |
Class A Manager |
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By: |
/s/ Qian Zhao | |
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Name: |
Qian Zhao |
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Title: |
Class B Manager |
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FUJIAN GRAND CHIP INVESTMENT FUND LP | ||
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By: |
/s/ Zhendong Liu | |
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Name: |
Zhendong Liu |
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Title: |
General Partner |
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ZHENDONG LIU | ||
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/s/ Zhendong Liu |
EXHIBIT INDEX
Exhibit |
|
Description | |
(a)(1)(A) |
* |
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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) |
* |
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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) |
* |
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ADS Letter of Transmittal. |
(a)(1)(F) |
* |
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Notice of Guaranteed Delivery. |
(a)(1)(G) |
* |
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Summary Publication, as published in the New York Times on July 29, 2016. |
(a)(1)(H) |
* |
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Form W-9 and Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9. |
(a)(1)(I) |
* |
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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) |
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Not applicable. |
(a)(3) |
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Not applicable. |
(a)(4) |
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Not applicable. |
(a)(5)(A) |
* |
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Press Release of the Bidder, dated July 29, 2016 (English version of document prepared in English and German). |
(a)(5)(B) |
* |
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Notice of Availability of the Offer Document, dated July 29, 2016 (English translation of document prepared in German only). |
(a)(5)(C) |
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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) |
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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) |
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Transaction Fact Sheet, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016. |
(a)(5)(F) |
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Transaction Website, incorporated herein by reference to the pre-commencement Schedule TO filed by the Bidder on May 23, 2016. |
(a)(5)(G) |
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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) |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 5, 2016. |
(a)(5)(J) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 12, 2016. |
(a)(5)(L) |
* |
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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) |
* |
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Transaction Website, as of August 12, 2016. |
(a)(5)(N) |
* |
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Questionnaire for online participation only (English version of document prepared in English and German). |
(a)(5)(O) |
* |
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Letter to Shareholders for online, mobile, letter or fax participation (English translation of document prepared in German only). |
(a)(5)(P) |
* |
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Letter to Shareholders for online participation only. |
(a)(5)(Q) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 19, 2016. |
(a)(5)(R) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated August 26, 2016. |
(a)(5)(T) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 2, 2016. |
(a)(5)(V) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 9, 2016. |
(a)(5)(X) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Fulfillment of an Offer Condition, dated September 13, 2016. |
(a)(5)(Z) |
* |
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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) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 16, 2016. |
(a)(5)(CC) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated September 23, 2016. |
(a)(5)(EE) |
* |
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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) |
* |
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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) |
* |
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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) |
* |
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Press Release of the Bidder Regarding the End of the Acceptance Period, dated September 27, 2016. |
(a)(5)(II) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Results, dated September 30, 2016. |
(a)(5)(KK) |
* |
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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) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 4, 2016. |
(a)(5)(NN) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 5, 2016. |
(a)(5)(PP) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 6, 2016. |
(a)(5)(RR) |
* |
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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) |
* |
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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) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 7, 2016. |
(a)(5)(VV) |
* |
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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) |
* |
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Transaction Website, as of October 7, 2016. |
(a)(5)(XX) |
* |
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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) |
* |
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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) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 18, 2016. |
(a)(5)(CCC) |
* |
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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) |
* |
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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). |
(a)(5)(FFF) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 20, 2016. |
(a)(5)(GGG) |
* |
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Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 20, 2016 (English translation of document prepared in German only). |
(a)(5)(HHH) |
* |
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Press Release of the Bidder Regarding Interim Takeover Offer Results, dated October 21, 2016. |
(a)(5)(III) |
* |
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Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette, dated October 21, 2016 (English translation of document prepared in German only). |
(a)(5)(JJJ) |
* |
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Press Release of the Bidder Regarding Withdrawal of Clearance Certificate by BMWi, dated October 25, 2016 (English version of document prepared in English and German). |
(a)(5)(KKK) |
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Press Release of the Bidder Regarding the Results of the Acceptance Period and the Fulfilment of Certain Offer Conditions, dated October 27, 2016. |
(a)(5)(LLL) |
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Notice of the Bidder Regarding the Results of the Acceptance Period and the Fulfilment of Certain Offer Conditions, as published in the German Federal Gazette, dated October 27, 2016 (English translation of document prepared in German only). |
(b)(1) |
* |
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Commitment Letter, dated May 19, 2016, by Sino IC Leasing Co., Ltd. |
(b)(2) |
* |
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Irrevocable Payment Guarantee, dated as of June 6, 2016, by Agricultural Bank of China Limited, Shanghai Branch, in favor of the Bidder. |
(b)(3) |
* |
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Irrevocable Payment Guarantee, dated as of June 6, 2016, by Agricultural Bank of China Limited, Shanghai Branch, in favor of the Bidder. |
(b)(4) |
* |
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Irrevocable Payment Guarantee, dated as of May 27, 2016, by China CITIC Bank, Shanghai Branch, in favor of the Bidder. |
(b)(5) |
* |
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Irrevocable Payment Guarantee, dated as of May 27, 2016, by China Development Bank Corporation Xiamen Branch, in favor of the Bidder. |
(d)(1) |
* |
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Business Combination Agreement, dated as of May 23, 2016, by and among AIXTRON SE, AIXTRON China |
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Ltd., Grand Chip Investment GmbH, Fujian Grand Chip Investment Fund LP and Mr. Zhendong Liu. |
(g) |
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Not applicable. |
(h) |
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Not applicable. |
* Previously filed.
Exhibit (a)(KKK)
Voluntary Public Takeover Offer by Grand Chip Investment GmbH for AIXTRON SE: Grand Chip Investment GmbH Announces the Results of the Acceptance Period and the Fulfilment of Certain Offer Conditions
Frankfurt, October 27, 2016 Grand Chip Investment GmbH, with registered office in Frankfurt am Main, Germany (the Bidder), today announced the results of the acceptance period and the fulfilment of certain conditions 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 published an amendment to the Takeover Offer (the Amendment) with respect to the minimum acceptance threshold set forth in Section 4.2.1 of the Offer Document (the Offer Document).
As a result of the Amendment, the acceptance period for the Takeover Offer expired on October 21, 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) (such expiration date and time, the Expiration of the Acceptance Period).
Announcement regarding results of the acceptance period
As of the Expiration of the Acceptance Period, AIXTRONs 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 Expiration of the Acceptance Period, the Takeover Offer had been accepted for a total of 82,227,785 AIXTRON Shares. This corresponds to approximately 72.90% 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 72.95%. 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).
Announcement regarding the fulfilment of certain Offer Conditions
In accordance with the Offer Document, the Takeover Offer and any contracts which come into existence as a result of the acceptance of the Takeover Offer, are subject to the conditions precedent specified in Section 4.2 of the Offer Document (as amended by the Amendment) (Offer Conditions), unless validly waived by the Bidder or already satisfied. The following sets forth the newly fulfilled Offer Conditions:
1. 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 amounted to a total of 82,227,785 and was therefore higher than the minimum acceptance threshold of at least 56,472,898 AIXTRON Shares (including AIXTRON Shares represented by ADSs). Hence, the Offer Condition set out in Section 4.2.1 of the Offer Document (as amended by the Amendment) has been satisfied.
2. On October 20, 2016, the trading day prior to the Expiration of the Acceptance Period, (i) the closing quotation of the DAX, as determined by Deutsche Börse AG and as published on its internet website http://www.deutsche-boerse.com was at 10,701.39 and therefore was at or above 6,941.21, and (ii) the closing quotation of the TecDAX, as determined by Deutsche Börse AG and as published on its internet website http://www.deutsche-boerse.com was at 1,783.46 and therefore was at or above 1,167.37. Hence, the Offer Condition set out in Section 4.2.3 of the Offer Document (as amended by the Amendment) has been satisfied.
3. From the date of publication of the Offer Document until the Expiration of the Acceptance Period, other than to settle the issued and outstanding stock options which existed on the announcement date (May 23, 2016) if and to the extent they are exercised, no capital increase in AIXTRON was resolved upon. Hence, the Offer Condition set out in Section 4.2.4 of the Offer Document (as amended by the Amendment) has been satisfied.
Additional acceptance period
Pursuant to the German Securities Acquisition and Takeover Act, all shareholders of AIXTRON that have not accepted the Takeover Offer up to now, may within two weeks after this press release accept the Takeover Offer for their AIXTRON Shares (including the AIXTRON Shares represented by ADSs), that is until November 10, 2016, 24:00 hrs Frankfurt Time / 6:00 p.m. New York Time. Further information regarding the additional acceptance period can be found in Section 5.3 of the Offer Document in conjunction with Section 5 of the Amendment.
Complete terms and conditions of the Takeover Offer can be found in the Offer Document and the Amendment published on the website 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 any Takeover Offer documents will be furnished promptly upon request at the Bidders expense.
Grand Chip Investment GmbH
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. |
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 and related offer materials prepared by the Bidder. The English translation of the Offer Document, the Amendment 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, the Amendment, 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.
Those materials and other documents filed by the Bidder or AIXTRON with the SEC are available at no charge on the SECs website at www.sec.gov. In addition, the Bidders Tender Offer Statement, including the Offer Document and the Amendment, and other documents it has filed or will file with the SEC are or will be available at www.grandchip-aixtron.com.
Exhibit (a)(LLL)
Grand Chip Investment GmbH
Frankfurt am Main
Announcement pursuant to section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)) and regarding the fulfilment of Offer Conditions
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY 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 by publishing an amendment to the Takeover Offer (the Amendment) with respect to the minimum acceptance threshold set forth in Section 4.2.1 of the Offer Document.
As a result of the Amendment, the acceptance period for this Takeover Offer expired on 21 October 2016, 24:00 hrs local time Frankfurt am Main, Germany, and 6:00 p.m. local time New York, United States, respectively.
I. Announcement pursuant to section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act
As of the expiration of the acceptance period on 21 October 2016, 24:00 hrs local time Frankfurt am Main, Germany, and 6:00 p.m. local time New York, United States, (Reference Date), respectively, AIXTRONs 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 had been accepted for a total of 82,227,785 AIXTRON Shares. This corresponds to approximately 72.90 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 72.95 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). This 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).
II. Announcement regarding the fulfilment of Offer Conditions
In accordance with the Offer Document, the Takeover Offer and any contracts which come into existence as a result of the acceptance of the Takeover Offer, are subject to the conditions precedent specified in Section 4.2 of the Offer Document (as amended by the Amendment) (Offer Conditions), unless validly waived by the Bidder or already satisfied. The following sets forth the newly fulfilled Offer Conditions.
1. At the time of the expiration of the acceptance period on 21 October 2016, 24:00 hrs local time Frankfurt am Main, Germany, and 6:00 p.m. local time New York, United States, respectively, 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 amounted to a total of 82,227,785 and was therefore higher than the minimum acceptance threshold of at least 56,472,898 AIXTRON Shares (including AIXTRON Shares represented by ADSs). Hence, the Offer Condition set out in Section 4.2.1 of the Offer Document (as amended by the Amendment) has been satisfied.
2. On 20 October 2016, the trading day prior to the expiration of the acceptance period, (i) the closing quotation of the DAX, as determined by Deutsche Börse AG and as published on its internet website http://www.deutsche-boerse.com was at 10,701.39 and therefore was at or above 6,941.21, and (ii) the closing quotation of the TecDAX, as determined by Deutsche Börse AG and as published on its internet website http://www.deutsche-boerse.com was at 1,783.46 and therefore was at or above
1,167.37. Hence, the Offer Condition set out in Section 4.2.3 of the Offer Document (as amended by the Amendment) has been satisfied.
3. From the date of publication of the Offer Document until the expiration of the acceptance period, other than to settle the issued and outstanding stock options which existed on the announcement date (23 May 2016) if and to the extent they are exercised, no capital increase in AIXTRON was resolved upon. Hence, the Offer Condition set out in Section 4.2.4 of the Offer Document (as amended by the Amendment) has been satisfied.
III. Additional acceptance period
Pursuant to section 16 para. 2 sentence 1 of the German Securities Acquisition and Takeover Act, all shareholders of AIXTRON that have not accepted the Takeover Offer up to now, may within two weeks after this publication accept the Takeover Offer for their AIXTRON Shares (including the AIXTRON Shares represented by ADSs), that is until 10 November 2016, 24:00 hrs local time Frankfurt am Main, Germany, and 6:00 p.m. local time New York, United States, respectively. Further information regarding the additional acceptance period can be found in Section 5.3 of the Offer Document in conjunction with Section 5 of the Amendment.
Frankfurt am Main, 27 October 2016
Grand Chip Investment GmbH
Important Information
This announcement pursuant to section 23 para. 1 sentence 1 no. 2 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 published Amendment thereto and related offer materials prepared by the Bidder. The English translation of the Offer Document, the published 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, the published Amendment thereto, 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.
Those materials and other documents filed by the Bidder or AIXTRON with the SEC are available at no charge on the SECs website at www.sec.gov. In addition, the Bidders 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.
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