FRANKFURT, Germany,
December 8, 2016 /PRNewswire/ --
Grand Chip Investment GmbH, with its registered office in
Frankfurt am Main, Germany (the "Bidder"), today announced
its voluntary public takeover offer (the "Takeover Offer")
to the shareholders of AIXTRON SE (FSE: AIXA, AIXC; NASDAQ: AIXG),
with its 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 ("AIXTRON
ADSs"), at the price of EUR 6.00 per tendered AIXTRON
Share in cash, has lapsed due to non-fulfillment of an offer
condition.
Section 4.2.2 of the offer document for the Takeover Offer
published on July 29, 2016 (as
subsequently amended, the "Offer Document") discloses
certain regulatory offer conditions (the "Regulatory
Offer Conditions") that must be satisfied by February 28, 2017 for the Takeover Offer to
close, including, among others, "CFIUS Approval" (as such term is
defined in the Offer Document).
As previously disclosed, the Committee on Foreign Investment in
the United States ("CFIUS")
informed the Bidder and AIXTRON that, from CFIUS' perspective,
there are unresolved U.S. national security concerns regarding the
proposed transaction, and CFIUS does not believe that those
national security concerns can be resolved by mitigation proposals
that the parties had presented or other mitigation measures CFIUS
had considered. CFIUS informed the Bidder and AIXTRON that,
if the parties did not withdraw their CFIUS notice (the
"Notice") and abandon the transaction, the matter would be
referred to the President of the United
States with a recommendation that he take action to suspend
or prohibit the transaction. Since the Bidder and AIXTRON did
not withdraw the Notice and abandon the transaction, the matter was
referred to the President of the United
States for a decision in accordance with the Exon-Florio
Amendment to the Defense Production Act of 1950, as amended
("Exon-Florio"). Under Exon-Florio, the President of
the United States was required to
render his decision to block or allow the proposed transaction no
later than December 2, 2016 at
midnight New York City time.
On December 2, 2016, the President
of the United States issued an
order "Regarding the Proposed Acquisition of a Controlling Interest
in Aixtron SE by Grand Chip Investment GMBH" (the "Order"),
which states, among other things, that
There is credible evidence that leads
me to believe that: (1) Grand Chip Investment GmbH, a limited
liability company organized under the laws of the Federal Republic
of Germany (Grand Chip); (2) Grand
Chip's parent companies Grand Chip Investment S.a.r.l., a company
organized under the laws of the Grand Duchy of Luxembourg (GC Investment), and Fujian Grand
Chip Investment Fund LP, a limited partnership organized under the
laws of the People's Republic of
China (Fujian Grand); and (3)
Fujian Grand's partners, Mr.
Zhendong Liu, a citizen of
the People's Republic of China
(Mr. Liu), and Xiamen Bohao Investment Co. Ltd., a company
organized under the laws of the People's
Republic of China (Xiamen Bohao and, together with Grand
Chip, GC Investment, Fujian Grand,
and Mr. Liu, the Purchasers), through exercising control of the
U.S. business of AIXTRON SE, a company organized under the laws of
the Federal Republic of Germany
(Aixtron), might take action that threatens to impair the national
security of the United States. The
U.S. business of Aixtron consists of AIXTRON, Inc., a California corporation, the equity interests
of AIXTRON, Inc., and any asset of Aixtron or AIXTRON, Inc. used
in, or owned for the use in or benefit of, the activities in
interstate commerce in the United
States of AIXTRON, Inc., including without limitation any
interest in any patents issued by, and any interest in any patent
applications pending with, the United States Patent and Trademark
Office (collectively, Aixtron US) . . . .
On the basis of the findings set
forth in [the Order] . . . I hereby order that:
(a) The proposed acquisition of
Aixtron US by the Purchasers is hereby prohibited, and any
substantially equivalent transaction, whether effected directly or
indirectly through the Purchasers' shareholders, partners,
subsidiaries, or affiliates is prohibited.
(b) In order to effectuate this
order, the Purchasers and Aixtron shall take all steps necessary to
fully and permanently abandon the proposed acquisition of Aixtron
US not later than 30 days after the date of this order, unless such
date is extended by the Committee on Foreign Investment in
the United States (CFIUS) for a
period not to exceed 90 days, on such written conditions as CFIUS
may require. Immediately upon completion of all steps necessary to
terminate the proposed acquisition of Aixtron US, the Purchasers
and Aixtron shall certify in writing to CFIUS that such termination
has been effected in accordance with this order and that all steps
necessary to fully and permanently abandon the proposed acquisition
of Aixtron US have been completed.
(c) From the date of this order until
the Purchasers and Aixtron provide a certification of termination
of the proposed acquisition to CFIUS pursuant to subsection (b) of
this section, the Purchasers and Aixtron shall certify to CFIUS on
a weekly basis that they are in compliance with this order and
include a description of efforts to permanently abandon the
proposed acquisition of Aixtron US and a timeline for projected
completion of remaining actions.
(d) Any transaction or other device
entered into or employed for the purpose of, or with the effect of,
avoiding or circumventing this order is prohibited.
(e) The Attorney General is
authorized to take any steps necessary to enforce this order.
Sec. 3. Reservation. I hereby reserve
my authority to issue further orders with respect to the
Purchasers, Aixtron, or Aixtron US as shall in my judgment be
necessary to protect the national security.
The full text of the Order is accessible at:
https://www.whitehouse.gov/the-press-office/2016/12/02/presidential-order-regarding-proposed-acquisition-controlling-interest.
The Regulatory Offer Condition regarding "CFIUS Approval" set
forth in in Section 4.2.2(ii) of the Offer Document would only be
fulfilled if either (1) the period under Exon-Florio during which
the President of the United States
may announce his decision to take action to suspend or prohibit the
transaction has expired without any such action being announced or
taken, or (2) the President of the United
States has announced a decision not to take any action to
suspend or prohibit the transaction. Among other things, the
Order prohibited the proposed acquisition of AIXTRON US by the
Bidder, whether effected directly or indirectly and also reserved
his authority to issue further orders with respect to, among other
things, the Bidder and AIXTRON. Hence, the President of
the United States did not announce
a decision not to take any action to suspend or prohibit the
transaction.
Therefore, the Regulatory Offer Condition set forth in Section
4.2.2(ii) of the Offer Document has failed, and the Takeover Offer
has lapsed and any contracts based on the acceptance of the
Takeover Offer will not become effective. For details regarding the
rescission in such event, please see Sections 11.1.10 and 11.2.10
of the Offer Document.
AIXTRON Shares for which the Takeover Offer has been accepted
are expected to be transferred into their original International
Securities Identification Number ("ISIN") (ISIN
DE000A0WMPJ6) by December 13, 2016.
Following such transfer, AIXTRON Shares will again be traded under
ISIN DE000A0WMPJ6. Trading in AIXTRON Shares tendered in the
Takeover Offer under ISIN DE000A2BPYT0 on the Frankfurt Stock
Exchange will cease after regular stock exchange trading hours on
December 8, 2016.
AIXTRON ADSs will be returned to AIXTRON ADS holders free of
charge as soon as practicable.
Cautionary note regarding forward-looking
statements
Certain statements in this press release, including statements
regarding the transfer of AIXTRON Shares and return of AIXTRON ADSs
and all other statements that are not purely historical constitute
"forward-looking statements." These statements are based on current
expectations, assumptions, estimates and projections, and involve
known and unknown risks, uncertainties and other factors, many of
which are outside the Bidder's control, including unexpected delays
in transferring AIXTRON Shares and returning AIXTRON ADSs. If
underlying assumptions, expectations or projections prove
inaccurate or unknown risks or uncertainties materialize, actual
results and the timing of events may differ materially from the
results and/or timing discussed in the forward-looking statements.
The Bidder undertakes no obligation to revise or update any
forward-looking statements as a result of new information, future
events or otherwise, unless expressly required to do so by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
Media
Brunswick Group
Email: aixtronoffer@brunswickgroup.com
Tel: +49-(0)-30-2067-3386
SOURCE Grand Chip Investment GmbH