Ad-hoc | 9 February 2005 08:13
Aixtron AG: F-4 Registration Statement of AIXTRON
Ad hoc announcement §15 WpHG
Miscellaneous
Aixtron AG: F-4 Registration Statement of AIXTRON
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Aixtron Aktiengesellschaft (“Aixtron”) made the following public disclosure in
Germany:
F-4 Registration Statement of AIXTRON
in connection with the Genus, Inc. transaction
declared effective
Aachen, Germany, February 9, 2005 – AIXTRON AG (FSE: AIX; ISIN DE 0005066203)
has achieved another milestone in connection with the acquisition of all of
the shares of Genus, Inc., a California corporation (U.S.A.). The U.S.
Securities and Exchange Commission (SEC) has now declared effective the F-4
Registration Statement of AIXTRON AG, which is required for the completion of
the transaction.
A special shareholders’ meeting of Genus, Inc. has been called for March 10th,
2005 for the purpose of approving the transaction.
The board of directors of Genus, Inc. has already approved the transaction and
recommends to its shareholders to approve the transaction as well.
AIXTRON AG
Kackertstr. 15-17
52072 Aachen
Deutschland
ISIN: DE0005066203 (TecDAX)
WKN: 506620
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart
End of ad hoc announcement (c)DGAP 09.02.2005
Issuer’s information/explanatory remarks concerning this ad hoc announcement:
About AIXTRON
AIXTRON AG (FSE: AIX; ISIN DE0005066203) is a leading provider of equipment
for compound semiconductor epitaxy. The Company’s products are used by a
diverse range of customers worldwide to manufacture advanced semiconductor
components such as HBTs, PHEMTs, MESFETs, Lasers, LEDs, Detectors, and VCSELs
used in fiber optic communication systems, wireless and mobile telephony
applications, optical storage devices, illumination, signaling and lighting,
as well as a range of other leading-edge technologies. AIXTRON AG’s
securities are listed in the Prime Standard market segment of the Frankfurt
Stock Exchange and are included both in the TecDAX index and the MSCI World
Index. More information about AIXTRON can be found on the Web at
www.aixtron.com.
Additional Information
AIXTRON entered into a definitive merger agreement with Genus, Inc. on July 1,
2004. AIXTRON filed a registration statement on Form F-4 with the U.S.
Securities and Exchange Commission, or SEC, which includes a prospectus of
AIXTRON and a proxy statement of Genus. Investors and security holders are
urged to read the proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing information, when it
becomes available, because it will contain important information. The proxy
statement/prospectus was filed with the SEC by AIXTRON. Investors and
security holders may obtain a free copy of the proxy statement/prospectus
(when it becomes available) and other documents filed by AIXTRON with the SEC
at the SEC’s website at www.sec.gov. The proxy statement/prospectus (when it
is available) and these other documents may also be obtained for free from
AIXTRON by directing a request to AIXTRON Investor Relations at Kackertstr.15-
17, 52072 Aachen, +39 241 8909 444.
Certain Participants
AIXTRON and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Genus in
connection with the merger. Information regarding the special interests of
these directors and executive officers in the merger will be included in the
proxy statement/prospectus described above.
Forward-Looking Statements
This news release may contain forward-looking statements about the business,
financial condition, results of operations and earnings outlook of AIXTRON
within the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995.. Words such as “may,”
“will,” “expect,” “anticipate,” “contemplate,” “intend,” “plans,” “believe,”
“continue” and “estimate,” and variations of these words and similar
expressions, identify these forward-looking statements. These statements are
not guarantees of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon assumptions as
to future events that may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein. In any forward-
looking statement in which AIXTRON expresses an expectation or belief as to
future results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or accomplished.
Actual operating results may differ materially from such forward-looking
statements and are subject to certain risks, including risks arising from:
actual customer orders received by AIXTRON; the extent to which metal-organic
chemical vapor deposition, or MOCVD, technology is demanded by the market
place; the timing of final acceptance of products by customers; the financial
climate and accessibility of financing; general conditions in the thin film
equipment market and in the macro-economy; cancellations, rescheduling or
delays in product shipments; manufacturing capacity constraints; lengthy sales
and qualification cycles; difficulties in the production process; changes in
semiconductor industry growth; increased competition; exchange rate
fluctuations; availability of government funding; variability and availability
of interest rates; delays in developing and commercializing new products;
general economic conditions being less favorable than expected; and other
factors. The forward-looking statements contained in this news release are
made as of the date hereof and AIXTRON does not assume any obligation to (and
expressly disclaims any such obligation to) update the reasons why actual
results could differ materially from those projected in the forward-looking
statements. Any reference to the Internet website of AIXTRON is not an
incorporation by reference of such information in this news release, and you
should not interpret such a reference as an incorporation by reference of such
information.
Contact: AIXTRON AG, Kackertstr. 15 – 17, 52072 Aachen
Investor Relations, Tel: +49 (241) 8909-444, Fax: +49 (241) 8909-445
End of message (c)DGAP
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