Chronicle Journal: Finance

Voluntary Public Takeover Offer by Grand Chip Investment GmbH for AIXTRON SE: Grand Chip Investment GmbH Announces the Results of the Additional Acceptance Period

FRANKFURT, Germany, November 17, 2016 /PRNewswire/ --

Grand Chip Investment GmbH, with its registered office in Frankfurt am Main, Germany (the "Bidder"), today announced the results of the additional acceptance period of its voluntary public takeover offer (the "Takeover Offer") to the shareholders of AIXTRON SE (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 ("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 for the Takeover Offer (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").  The additional acceptance period commenced following the publication of the results of the acceptance period on October 27, 2016 and expired on November 10, 2016, 24:00 hrs Frankfurt Time / 6:00 p.m. New York Time (such expiration date and time, the "Expiration of the Additional Acceptance Period").

As of the Expiration of the Additional Acceptance Period, (i) AIXTRON's 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") and (ii) the Takeover Offer had been accepted for a total of 87,614,339 AIXTRON Shares, which corresponds to approximately 77.68% of the AIXTRON Share Capital and the existing voting rights of AIXTRON.

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), unless validly waived by the Bidder or already satisfied.

Complete terms and conditions of the Takeover Offer can be found in the Offer Document and the Amendment published on the website http://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 Bidder's expense.

Grand Chip Investment GmbH

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)

Media
Brunswick Group
Email: aixtronoffer@brunswickgroup.com
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 SEC's website at http://www.sec.gov.   In addition, the Bidder's 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 http://www.grandchip-aixtron.com .


SOURCE Grand Chip Investment GmbH

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