FRANKFURT, Germany,
October 25, 2016 /PRNewswire/ --
Grand Chip Investment GmbH, with registered office in
Frankfurt am Main, Germany (the "Bidder"), today announced
that Fujian Grand Chip Investment Fund LP received a letter from
the German Federal Ministry of Economic Affairs and Energy
(Bundesministerium für Wirtschaft und Energie) (the
"BMWi") announcing BMWi's withdrawal of the clearance
certificate (Unbedenklichkeitsbescheinigung) (the
"Clearance Certificate") it had issued by letter dated
September 8, 2016 (which was received
on September 12, 2016) pursuant to
the provisions of the German Foreign Trade Act
(Außenwirtschaftsgesetz) and German Foreign Trade Ordinance
(Außenwirtschaftsverordnung, the "AWV") with
respect to the Bidder's voluntary public takeover offer (the
"Takeover Offer") to the shareholders of AIXTRON SE (FSE:
AIXA; NASDAQ: AIXG), with registered office in Herzogenrath,
Germany ("AIXTRON"), for
the acquisition of the 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 Takeover Offer commenced on July 29, 2016 and 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").
In its letter, the BMWi indicated that the reason for the
withdrawal of the Clearance Certificate was that information
available to the German Federal Government indicates the knowhow of
AIXTRON also comprises security-related technologies, in particular
for the defense sector, which could be revealed through the
contemplated acquisition of AIXTRON by Fujian Grand Chip Investment
Fund LP. The BMWi also announced in the letter that it had
re-opened the review proceeding (Prüfverfahren) under the
AWV to assess these aspects.
The letter by BMWi as such does not result in a termination of
the Takeover Offer. The Bidder is currently assessing the
legal implications of the letter by which BMWi has withdrawn the
Clearance Certificate.
In accordance with the German Securities Acquisition and
Takeover Act, the final results of the Takeover Offer are expected
to be announced on October 27, 2016,
and the additional acceptance period is expected to commence on
October 28, 2016 and to end on
November 10, 2016, 24:00 hrs
Frankfurt Time / 6:00 p.m. New York
Time.
Complete terms and conditions of the Takeover Offer can be found
in the Offer Document and the published amendment thereto published
on the website http://www.grandchip-aixtron.com . Questions and
requests for assistance or copies of the Offer Document, the
published amendment thereto 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
125 Wood Street
London EC2V 7AN
Email: aixtronoffer@dfkingltd.com
Tel: +49(0)30-610-820-730
D.F. King &
Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Email: AIXG@dfking.com
Tel: +1-877-478-5043
(toll-free in the United
States)
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 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 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 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 SEC's
website at http://www.sec.gov. In addition, the Bidder's
Tender Offer Statement, including the Offer Document and amendment
thereto, and other documents it has filed or will file with the SEC
are or will be available at http://www.grandchip-aixtron.com.
Media
Brunswick Group
Email: aixtronoffer@brunswickgroup.com
Tel: +49(0)30-2067-3386
SOURCE Grand Chip Investment GmbH