Voluntary Public Takeover Offer by Grand Chip Investment GmbH for AIXTRON SE: Grand Chip Investment GmbH Announces Fulfillment of an Offer Condition

FRANKFURT, Germany, Sept. 13, 2016 /CNW/ - On July 29, 2016, Grand Chip Investment GmbH, with registered office in Frankfurt am Main, Germany ("Bidder"), published the offer document (the "Offer Document") for its voluntary public takeover offer (the "Takeover Offer") to the shareholders of AIXTRON SE (NASDAQ: AIXG), with 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.

The acceptance period for the Takeover Offer expires on October 7, 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"), unless extended pursuant to the applicable rules under the German Securities Acquisition and Takeover Act.

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 ("Offer Conditions"), unless validly waived by the Bidder.

By letter dated September 8, 2016 (and received on September 12, 2016), the German Federal Ministry of Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie) issued a clearance certificate (Unbedenklichkeitsbescheinigung) pursuant to the provisions of the German Foreign Trade Act (Außenwirtschaftsgesetz) and German Foreign Trade Ordinance (Außenwirtschaftsverordnung) with respect to the Takeover Offer. Hence, the Offer Condition set out in Section 4.2.2(i) of the Offer Document has been satisfied.

The Takeover Offer still remains subject to the fulfilment the Offer Conditions set out in Sections 4.2.1, 4.2.3, and 4.2.4 of the Offer Document, which must be fulfilled by the end of the acceptance period or waived in accordance with the Offer Document. Furthermore, the Takeover Offer still remains subject to the fulfilment of the Offer Conditions set out in Sections 4.2.2 (ii)-(iv) of the Offer Document, which can be fulfilled after the expiration of the acceptance period, but no later than February 28, 2017.

Complete terms and conditions of the Takeover Offer can be found in the Offer Document published on the website http://www.grandchip-aixtron.com . Questions and requests for assistance or copies of the Offer Document 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:

 

Grand Chip Investment GmbH

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 and related offer materials prepared by the Bidder. The English translation of the Offer Document 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 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, 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 because the Offer Document and certain related documents included in the Tender Offer Statement, and not this press release, govern the terms and conditions of 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 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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