- 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 AIXTRON1 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 Finanzdienstleistungsaufsicht / 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 million2, 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.
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[1] 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.
[2] According to the following conversion rate which was published by ECB on May 20. 2016 at 15:00 CET: EUR 1 = RMB 7.3456.
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