Takeover Bids | 23 May 2016 07:30

Takeover Offer; <DE000A0WMPJ6>

Target company: AIXTRON SE; Bidder: Grand Chip Investment GmbH

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1
sentence 1 in conjunction with Sections 29 para. 1, 34 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG)

Bidder:

Grand Chip Investment GmbH

c/o Paul Hastings (Europe) LLP,

Siesmayerstr. 21, 60323 Frankfurt am Main, Germany

registered with the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 104996

Target company:

AIXTRON SE

Dornkaulstraße 2, 52134 Herzogenrath, Germany

registered with the commercial register of the local court (Amtsgericht) of
Aachen under HRB 16590

ISIN: DE000A0WMPJ6

Grand Chip Investment GmbH (‘Bidder’), a wholly owned indirect subsidiary
of Fujian Grand Chip Investment Fund LP, People’s Republic of China,
decided today to make a voluntary public takeover offer to the shareholders
of AIXTRON SE (‘AIXTRON’) for the acquisition of their no-par value
registered shares (auf den Namen lautende Stückaktien) in AIXTRON (ISIN:
DE000A0WMPJ6; collectively, the ‘AIXTRON Share(s)’), including all AIXTRON
Shares represented by American Depository Shares (ISIN: US0096061041;
collectively, the ‘AIXTRON ADSs’). Bidder intends to offer a consideration
in cash of EUR 6.00 per AIXTRON Share subject to final terms set forth in
the offer document.

The takeover offer will presumably be made subject to the conditions
precedent of, amongst others, a minimum acceptance rate of 60 per cent of
the issued AIXTRON Shares, the absence of capital measures of the target
company and a material adverse effect and the granting of certain
regulatory approvals. Furthermore, the public takeover offer will be made
in accordance with the terms and conditions set out in the offer document.
Insofar as legally permissible, the Bidder reserves the right to deviate in
the final terms of the public takeover offer from the basic information
described herein.

The bidder has not entered into any other purchase-agreements regarding
AIXTRON Shares.

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 be published on the internet at
www.grandchip-aixtron.com.

The offer document for the takeover offer will also be published by way of
a notice of availability in the Federal Gazette (Bundesanzeiger) and by
keeping copies available for distribution free of charge.

Important Notice

The terms and conditions of the takeover offer will be published in the
offer document for the takeover offer only after the permission by the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, ‘BaFin’) has been obtained. Investors and
shareholders of AIXTRON Shares are strongly advised to read the relevant
documents regarding the takeover offer published by the Bidder when they
become available because they will contain important information. Investors
and shareholders of AIXTRON will be able to receive these documents, when
they become available free of charge at the website www.grandchip-
aixtron.com. Upon publication, the offer document for the takeover offer
will also be available as a print copy free of charge at a specified
location. Holders of AIXTRON Shares and AIXTRON ADSs (collectively,
‘AIXTRON Securityholders’) will also be able to receive the relevant
documents regarding the takeover offer, including the Bidder’s Tender Offer
Statement on Schedule TO filed with the U.S. Securities Exchange Commission
(the ‘SEC’), when they become available free of charge at the SEC’s website
(http://www.sec.gov). The Bidder’s Tender Offer Statement (including the
offer document, a related letter of transmittal and other related offer
materials) 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 announcement, will govern the terms and conditions of
the takeover offer.

This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell AIXTRON Shares. This announcement
does not constitute an offer to purchase AIXTRON Shares and is not for the
purposes of the Bidder making any representations or entering into any
other binding legal commitments.

An offer to purchase AIXTRON Shares will be solely made by the respective
offer document which is to be published by the Bidder in due course and is
exclusively subject to its terms and conditions. The terms and conditions
contained in the offer document may differ from the general information
described in this announcement.

Shareholders of AIXTRON are strongly recommended to seek independent
advice, where appropriate, in order to reach an informed decision in
respect of the content of the offer document and with regard to the
takeover offer.

The takeover offer will solely be implemented in accordance with the laws
of the Federal Republic of Germany and the United States federal securities
laws, especially, with respect to German Law, under the WpÜG and the
Regulation on the Content of the Offer Document, Consideration for Takeover
Offers and Mandatory Offers and the Release from the Obligation to Publish
and Issue an Offer (‘WpÜG Offer Regulation’). Accordingly, no other
registrations, approvals or authorizations have been applied for or granted
in respect of this takeover offer outside of Germany and the United States.
Consequently, the Bidder does not assume any responsibility for compliance
with any legal requirements other than German and U.S. legal requirements.
As a result, AIXTRON Securityholders should not rely on the application of
laws of any other jurisdiction for investor protection.

The Bidder has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the takeover offer by third parties outside the Federal Republic of Germany
and the United States. Neither the Bidder nor persons acting in concert
with the Bidder within the meaning of Section 2 para. 5 sentence 1 and
sentence 3 WpÜG are in any way responsible for the compliance of the
publication, sending, distribution, or dissemination of this announcement
or any other document associated with the takeover offer by a third party
outside of the Federal Republic of Germany and the United States.

The publication, sending, distribution or dissemination of this
announcement in certain jurisdictions other than the Federal Republic of
Germany and the United States may be governed by laws of jurisdictions
other than the Federal Republic of Germany and the United States in which
the publication, sending, distribution or dissemination are subject to
legal restrictions. Persons who are not resident in the Federal Republic of
Germany or the United States or who are for other reasons subject to the
laws of other jurisdictions should inform themselves of, and observe, those
laws.

Forward-Looking Statements

This announcement contains forward-looking statements regarding the
Bidder’s intended voluntary takeover offer. These statements are not
guarantees of future performance and are subject to inherent risks and
uncertainties, including with respect to factors that may affect the
completion of the takeover offer. Forward-looking statements may be
identified by the fact that they do not relate strictly to historical or
current facts and include, without limitation, words such as ‘may’, ‘will’,
‘expects’, ‘believes’, ‘anticipates’, ‘plans’, ‘intends’, ‘estimates’,
‘projects’, ‘forecasts’, ‘seeks’, ‘could’, ‘should’, or the negative of
such terms, and other variations on such terms or comparable terminology.

Forward-looking statements include, but are not limited to, statements
relating to the terms of the intended takeover offer. These statements
reflect the Bidder’s current expectations, based upon information currently
available to them and are subject to various assumptions, as well as risks
and uncertainties that may be outside of their control. Actual results
could differ materially from those expressed or implied in such forward-
looking statements. Any such forward-looking statements speak only as of
the date on which they are made. Bidder shall be under no obligation to
(and expressly disclaims any such obligation to) update or alter such
forward-looking statements whether as a result of a new information, future
events or otherwise, except to the extent legally required.

Frankfurt am Main, 23 May 2016

Grand Chip Investment GmbH

Mr Zhendong Liu, Managing Director (Geschäftsführer)

End of WpÜG announcement

The 23.05.2016DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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