DGAP-News: AIXTRON SE / Key word(s): Takeover
GCI to launch offer for AIXTRON SE
23.05.2016 / 07:52
The issuer is solely responsible for the content of this announcement.
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GCI to launch offer for AIXTRON SE
- Chinese investor Fujian Grand Chip Investment Fund LP (FGC) will launch
a voluntary public takeover offer through its indirect German
subsidiary Grand Chip Investment GmbH (GCI) for AIXTRON SE
- Voluntary public takeover offer will be for all of AIXTRON's
outstanding shares - including shares represented by American
depository shares ("ADS")
- Shareholders will be offered 6.00 Euros in cash per AIXTRON share
valuing AIXTRON at approximately 670 million Euros
- The offer reflects a 50.7% premium to three month volume weighted
average share price prior to announcement
- AIXTRON and FGC view the transaction as an opportunity to grow and to
expand the company and its workforce - the transaction is not directed
towards cost or staff reductions
- R&D competency & technologies will be maintained at AIXTRON's existing
technology centers
- AIXTRON shall further strengthen its technology and IP portfolio, which
shall remain vested with AIXTRON
- AIXTRON's legal domicile and headquarters will remain in Herzogenrath,
Germany
- Executive and Supervisory Board support the transaction
- AIXTRON's customers will benefit from further enhancement of strong
product portfolio and customer support
Herzogenrath, May 23, 2016 - AIXTRON SE (FSE: AIXA; NASDAQ: AIXG) and the
Fujian Grand Chip Investment Fund LP ("FGC") today announced that AIXTRON
SE ("AIXTRON") and Grand Chip Investment GmbH ("GCI"), a 100% indirect
subsidiary of FGC, have entered into an agreement. FGC is a Chinese
investment fund which is controlled and managed by Mr. Zhendong Liu ("Mr.
Liu"), FGC's Managing Partner. Mr. Liu is a Chinese businessman and private
investor.
Pursuant to the agreement, GCI will launch a voluntary public takeover
offer to acquire all of the outstanding ordinary shares, including all
ordinary shares represented by AIXTRON ADS. Under the terms of the
agreement, AIXTRON shareholders will be offered 6.00 Euros in cash per each
ordinary share. The transaction values AIXTRON's equity, including net
cash, at approximately 670 million Euros and reflects a 50.7% premium to
the three-month volume weighted average share price prior to announcement.
This transaction will support the long-term future of AIXTRON. In a rapidly
changing market environment, the transaction provides the opportunity for
AIXTRON to continue its investment in its R&D portfolio to enable future
growth across AIXTRON's technology areas.
The transaction will support AIXTRON's long-term R&D activities to bring
new products and technologies to market, support the execution of AIXTRON's
current strategy and technology roadmaps and improve AIXTRON's ability to
compete and grow in China.
Executive and Supervisory Board support the transaction. "We fully support
this transaction as it provides immediate value to our shareholders while
also enabling AIXTRON to bring their new products to market. With FGC we
have found a partner that will provide local market insights to support our
business objectives in Asia," said Kim Schindelhauer, Chairman of the
Supervisory Board of AIXTRON.
"The transaction allows us to address our short term challenges, and to
strengthen our long-term future prospects by enabling us to execute on our
roadmaps across all our technology areas," said Martin Goetzeler, Chief
Executive Officer of AIXTRON. "The transaction also is great news for our
employees. It will provide us with a long-term horizon to promote the
further development of new products, and we will need the best talent to do
so. In addition, our customers will benefit from stronger support and
execution of their roadmaps", he adds. Both AIXTRON and FGC view the
transaction as an opportunity to grow and expand the Company and its
workforce and have agreed that the transaction is not directed towards cost
or staff reductions.
FGC to support AIXTRON's strategy
"Through this transaction we will support AIXTRON in gaining stronger
access to the Chinese market and establishing AIXTRON as a local provider
amongst Chinese partners. We are committed to support the necessary
investments for AIXTRON and to enhance its product portfolio. We share the
vision to further develop AIXTRON to become one of the top players in the
semiconductor industry. AIXTRON is a cornerstone in our overall investment
strategy", said Mr. Liu, Managing Partner of FGC. "This transaction is a
good deal for everyone. Enabling future growth for AIXTRON will lead to a
strengthening of the employee base. Customers will continue to be provided
with the excellent standard in quality that AIXTRON is known for as well as
state of the art new technologies and products," he adds.
FGC intends to support AIXTRON's strategy going forward. AIXTRON's legal
domicile, headquarters will remain in Herzogenrath, Germany. R&D competency
and AIXTRON's existing technology will be maintained at the existing
technology centers. FGC has also agreed that AIXTRON shall further
strengthen its technology and IP Portfolio, which shall remain vested with
AIXTRON, including in Germany. AIXTRON's existing global set up will be
maintained and expanded with AIXTRON's three technology hubs in
Herzogenrath (Germany), Cambridge (UK) and Sunnyvale (USA) leveraging their
close proximity to leading high tech eco-systems and the core markets for
its technology. Further international technology hubs may be established.
Management remains in place and governance continuity is ensured
Martin Goetzeler is to remain CEO of AIXTRON and Dr. Bernd Schulte is to
remain in his function as COO. The Management Board will be fully supported
by FGC in the continuous execution of AIXTRON's strategy and business plan.
AIXTRON's Supervisory Board shall continue to consist of six members.
Transaction Structure
The transaction will be implemented through a voluntary public takeover
offer of GCI for all outstanding ordinary shares of AIXTRON, including all
shares of AIXTRON represented by AIXTRON ADS.
GCI expects the offer to commence in July 2016 after approval of the offer
document by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungs-aufsicht / BaFin). The offer will
be subject to certain conditions precedent, including regulatory approvals
and a minimum acceptance threshold of 60% of all of AIXTRON's issued
shares, including shares represented by ADS.
Closing is expected in the second half of 2016.
Financing Structure of the Transaction
Approximately RMB 1.7 billion, equal to approx. EUR 231 million , of equity
financing will be provided by FGC. The remainder of the transaction is to
be financed by debt facilities.
Advisors
J.P. Morgan is acting as financial advisor to AIXTRON, and White & Case LLP
is serving as legal advisor, to AIXTRON. Buttonwood Finance Ltd. is acting
as investment advisor and Deutsche Bank is acting as financial advisor to
FGC, and Paul Hastings LLP and Glade Michel Wirtz are serving as legal
advisors to FGC.
Retail investor information
Any AIXTRON shareholder who has questions pertaining to this announcement
can call 00 800 3917 3917 or +49 89 30 90 3290 for more information on the
offer. Further information on the transaction can be found on
www.grandchip-aixtron.com.
Details for German Press Call
AIXTRON will present the transaction on a media call taking place at 10:00
a.m. CEST. The media call will take place in German. Both the presentation
and access to the call are available via AIXTRON's website at
www.aixtron.com. The conference call will last approximately one hour.
Participants can dial in 10 minutes prior to the session. Details for the
call are as follows:
+49 69 247471831 Germany
+1 212 4440297 United States
AIXTRON Analyst and Investor Call Details
AIXTRON will hold an analyst and investor conference call to present the
transaction today at 3:00 p.m. CEST. Both the presentation and access to
the call are available via AIXTRON's website at www.aixtron.com. The
conference call will last approximately one hour. Participants can dial in
10 minutes prior to the session. Details for the call are as follows:
+49 69 247501899 Germany
+1 212 4440297 United States
CONTACTS
Investor Relations
Guido Pickert
+49 2407 9030 444
G.Pickert@aixtron.com
Media Relations
Dr. Marc Langendorf, Brunswick Group
+49 89 80 99 025 17
mlangendorf@brunswickgroup.com
About AIXTRON
AIXTRON is a leading provider of deposition equipment to the semiconductor
industry. AIXTRON was founded in 1983 and is headquartered in Herzogenrath
(near Aachen), Germany, with subsidiaries and sales offices in Asia, United
States and in Europe. Aixtron's technology solutions are used by a diverse
range of customers worldwide to build advanced components for electronic
and opto-electronic applications based on compound, silicon, or organic
semiconductor materials. Such components are used in a broad range of
innovative applications, technologies and industries. These include LED
applications, display technologies, data storage, data transmission, energy
management and conversion, communication, signalling and lighting as well
as a range of other leading-edge technologies.
For further information on AIXTRON (FSE: AIXA, ISIN DE000A0WMPJ6; NASDAQ:
AIXG, ISIN US0096061041) please visit our website at: www.aixtron.com.
About FGC
FGC is an investment fund which is controlled and managed by Zhendong Liu,
a Chinese businessman and private investor. FGC is owned to 51% by Mr. Liu
and to 49% by Xiamen Bohao Investment Ltd., an investment entity indirectly
controlled by Chinese private investors Mr. Zhongyao Wang and Mr. Wanming
Huang.
Additional information
This document 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 ordinary shares (including ordinary shares
represented by American depositary shares) of AIXTRON SE has not commenced.
The terms and conditions of the takeover offer will be published in, and
the solicitation and offer to purchase ordinary shares (including ordinary
shares represented by American depositary shares) will be made only
pursuant to the offer document and related offer materials prepared by
Grand Chip Investment GmbH and as approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
"BaFin"). Once Grand Chip Investment GmbH has obtained the necessary
permission from BaFin, the offer document and related offer materials will
be published in Germany and also filed with the U.S. Securities and
Exchange Commission (the "SEC") in a Tender Offer Statement on Schedule TO
at the time the takeover offer is commenced. AIXTRON SE intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the takeover offer; in addition, AIXTRON SE's Management Board
and Supervisory Board will publish a statement pursuant to Sec. 27 of the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG). The offer document for the takeover offer (in
German and in English) containing the detailed terms and conditions of, and
other information relating to, the takeover offer will, among other things,
be published on the internet at www.grandchip-aixtron.com.
Acceptance of the takeover offer by shareholders that are resident outside
Germany and the United States may be subject to further legal requirements.
With respect to the acceptance of the takeover offer outside Germany and
the United States, no responsibility is assumed for the compliance with
such legal requirements applicable in the respective jurisdiction.
The Tender Offer Statement (including the offer document, a related letter
of transmittal and other related offer materials) and the Solicitation/
Recommendation Statement, as they may be amended from time to time, as well
as the Management and Supervisory Board's statement pursuant to Sec. 27
WpÜG will contain important information that should be read carefully
before any decision is made with respect to the takeover offer because
they, and not this document, will govern the terms and conditions of the
takeover offer. Those materials and other documents filed by Grand Chip
Investment GmbH or AIXTRON SE with the SEC will be available at no charge
on the SEC's web site at www.sec.gov. In addition, Grand Chip Investment
GmbH's Tender Offer Statement and other documents it will file with the SEC
will be available at www.grandchip-aixtron.com.
In this document, unless the context otherwise requires, references to
''AIXTRON", "the AIXTRON Group'', the ''Group'' or ''the Company'' are to
AIXTRON SE and its consolidated subsidiaries. References to ''Management''
are to the Executive Board of AIXTRON SE.
Cautionary statement regarding forward-looking statements
This document contains forward-looking statements, including statements
regarding the expected consummation of the proposed transaction and AIXTRON
SE's future performance, which involves a number of risks and
uncertainties, including the satisfaction of closing conditions for the
transaction, the possibility that the transaction will not be completed,
the failure to retain key AIXTRON SE employees, customers and partners,
uncertainty regarding the anticipated benefits of the transaction and the
failure of the parties to achieve anticipated goals of the transaction, and
other risks and uncertainties discussed in AIXTRON SE's public filings with
the SEC, including the "Risk Factors" section of AIXTRON SE's Form 20-F
filed on February 23, 2016, as well as the offer document to be filed by
Grand Chip Investment GmbH, the Solicitation/Recommendation Statement to be
filed by AIXTRON SE and the statement pursuant to Sec. 27 WpÜG to be
published by AIXTRON SE's Management and Supervisory Board. These
documents and statement 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 control of
AIXTRON SE and Grand Chip Investment GmbH, that may cause results, levels
of activity, performance or achievements to be materially different from
any future statements. These statements are generally identified by words
or phrases such as "believe", "anticipate", "expect", "intend", "plan",
"will", "may", "should", "estimate", "predict", "potential", "continue" or
the negative of such terms or other similar expressions. If underlying
assumptions 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, and you
should not place undue reliance on these statements. AIXTRON SE 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.
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23.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: AIXTRON SE
Dornkaulstraße 2
52134 Herzogenrath
Germany
Phone: +49 (2407) 9030-0
Fax: +49 (2407) 9030-40
E-mail: invest@aixtron.com
Internet: www.aixtron.com
ISIN: DE000A0WMPJ6, US0096061041
WKN: A0WMPJ, A0D82P
Indices: TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich,
Stuttgart; Terminbörse EUREX; Nasdaq
End of News DGAP News Service
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465611 23.05.2016
DGAP-News: GCI to launch offer for AIXTRON SE
| Source: EQS Group AG