SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 30)
AIXTRON SE
(Name of Subject Company (Issuer))
Grand Chip Investment GmbH
Grand Chip Investment S.à r.l.
Fujian Grand Chip Investment Fund LP
Zhendong Liu
(Name of Filing Persons (Offerors))
All No-Par Value Registered Shares,
Including Those Represented by
American Depositary Shares
(Title of Class of Securities)
D0257Y135 (Shares)
009606104 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Mr. Zhendong Liu
Fujian Grand Chip Investment Fund LP
Room 1201, 12/F, IFC Building
82# Zhanhong Road, Xiamen, China
Telephone: +86 592 5204789
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
Scott R. Saks
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
(212) 318-6000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$
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743,018,846.26
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$
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74,822.00
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(1)
Estimated for purposes of calculating the amount of the filing fee only. The calculation of the transaction valuation assumes the purchase of 112,907,070 no-par value registered shares (each, an “
AIXTRON Share
”), of AIXTRON SE (“
AIXTRON
”) (including those AIXTRON Shares represented by American Depositary Shares (“
AIXTRON ADSs
”), at a purchase price of EUR 6.00 per AIXTRON Share in cash, converted into U.S. dollars at the noon buying rate as of July 22, 2016 published by the Federal Reserve Bank of New York on July 25, 2016 of 1.0968 U.S. dollars per 1.00 Euro. Such number of AIXTRON Shares represents the sum of (a) 112,737,030 AIXTRON Shares issued as of July 28, 2016, and (b) 170,040 AIXTRON Shares, which represents the number of AIXTRON Shares issuable pursuant to the exercise of 170,040 stock options that were issued and outstanding as of June 30, 2016 that had an exercise price of not above the per share offer consideration.
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction valuation by 0.0001007.
x
Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $74,822.00
Form or Registration No.: Schedule TO
Filing Party: Grand Chip Investment GmbH; Grand Chip Investment S.à r.l.; Fujian Grand Chip Investment Fund LP; and Zhendong Liu
Date Filed: July 29, 2016
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the statement relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
x
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 30 to the Tender Offer Statement on Schedule TO (this “
Amendment
”) is filed by Grand Chip Investment GmbH, a limited liability company organized under the laws of Germany and registered with the commercial register of the local court of Frankfurt am Main under HRB 104996 (the “
Bidder
”), Grand Chip Investment S.à r.l., Fujian Grand Chip Investment Fund LP, the Bidder’s indirect parent company (“
FGC
”), and Mr. Zhendong Liu, FGC’s Managing Partner (“
Mr. Liu
”; and together with the Bidder, Grand Chip Investment S.à r.l., and FGC, the “
Filing Persons
”), and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “
SEC
”) on July 29, 2016 (together with any amendments and supplements thereto, the “
Schedule TO
”) by the Filing Persons. The Schedule TO relates to the voluntary takeover offer (the “
Takeover Offer
”) by the Bidder to purchase all no-par value registered shares (the “
AIXTRON Shares
”) in AIXTRON SE (“
AIXTRON
”), including the AIXTRON Shares represented by American Depositary Shares (“
AIXTRON ADSs
”), pursuant to a Business Combination Agreement, dated as of May 23, 2016, among AIXTRON, AIXTRON China Ltd., the Bidder, FGC, and Mr. Liu. The terms and conditions of the Takeover Offer are described in the Offer Document, dated as of July 29, 2016, as amended by the Amendment of the Takeover Offer, dated October 6, 2016, copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(J), respectively, to the Schedule TO (collectively, the “
Offer Document
”), and, where applicable, the related Declaration of Acceptance or ADS Letter of Transmittal and the instructions thereto, copies of which were filed as Exhibits (a)(1)(B) and (a)(1)(E), respectively, to the Schedule TO.
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
ITEMS 1 THROUGH 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following:
On December 8, 2016, the Bidder issued a press release and published an announcement in the German Federal Gazette (the “
Announcement
”), each announcing that the Takeover Offer has lapsed due to non-fulfillment of an offer condition. An English translation of the Announcement is filed hereto as Exhibit (a)(5)(QQQ) and is incorporated herein by reference. No AIXTRON Shares were purchased by the Bidder. AIXTRON Shares for which the Takeover Offer has been accepted will be re-booked as described in the Announcement, and tendered AIXTRON ADSs will be returned to AIXTRON ADS holders free of charge as soon as practicable.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
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Exhibit
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Description
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(a)(5)(PPP)
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Press Release of the Bidder Regarding Lapse of Takeover Offer Due to Non-Fulfillment of Offer Condition, dated December 8, 2016.
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(a)(5)(QQQ)
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Announcement Regarding the Non-Fulfillment of an Offer Condition and Lapse of the Takeover Offer, as published in the German Federal Gazette, dated December 8, 2016 (English translation of document prepared in German only).
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2