FRANKFURT,
Germany, Sept. 13,
2016 /CNW/ - On July 29,
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 (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.
The acceptance period for the Takeover Offer expires 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"), unless extended pursuant to the applicable
rules under the German Securities Acquisition and Takeover
Act.
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
("Offer Conditions"), unless validly waived by the
Bidder.
By letter dated September 8, 2016
(and received on September 12, 2016),
the German Federal Ministry of Economic Affairs and Energy
(Bundesministerium für Wirtschaft und Energie) issued a
clearance certificate (Unbedenklichkeitsbescheinigung)
pursuant to the provisions of the German Foreign Trade Act
(Außenwirtschaftsgesetz) and German Foreign Trade Ordinance
(Außenwirtschaftsverordnung) with respect to the Takeover
Offer. Hence, the Offer Condition set out in Section 4.2.2(i)
of the Offer Document has been satisfied.
The Takeover Offer still remains subject to the fulfilment the
Offer Conditions set out in Sections 4.2.1, 4.2.3, and 4.2.4
of the Offer Document, which must be fulfilled by the end of the
acceptance period or waived in accordance with the Offer Document.
Furthermore, the Takeover Offer still remains subject to the
fulfilment of the Offer Conditions set out in Sections 4.2.2
(ii)-(iv) of the Offer Document, which can be fulfilled after the
expiration of the acceptance period, but no later than
February 28, 2017.
Complete terms and conditions of the Takeover Offer can be found
in the Offer Document published on the
website http://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 & Co.,
Inc.
|
D.F. King
Ltd
|
48 Wall Street, 22nd
Floor
|
125 Wood
Street
|
New York, NY
10005
|
London EC2V
7AN
|
Email:
AIXG@dfking.com
|
Email:
aixtronoffer@dfkingltd.com
|
Tel:
+1-877-478-5043
|
Tel:
+49(0)30-610-820-730
|
(toll-free in the
United States)
|
Grand Chip Investment GmbH
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 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 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 http://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 http://www.grandchip-aixtron.com.
SOURCE Grand Chip Investment GmbH