029 Group SE

M&A Activity • May 23, 2016

News Details

Takeover Bids | 23 May 2016 07:30

Takeover Offer;

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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Listed: Regulierter Markt in Frankfurt (Prime Standard; Freiverkehr in

Berlin, Stuttgart, München, Hannover, Hamburg, Düsseldorf; EUREX