- News
23 May 2016
Aixtron agrees €670m takeover by Fujian Grand Chip Investment Fund
Deposition equipment maker Aixtron SE of Herzogenrath, near Aachen, Germany has entered into an agreement for Grand Chip Investment GmbH (CGI), an indirect subsidiary of Fujian Grand Chip Investment Fund LP (FGC), to take it over. Fujian Grand Chip Investment Fund LP is a Chinese investment fund, 51% of which is held by Chinese businessman and private investor Zhendong Liu and 49% by Xiamen Bohao Investment Ltd (an investment entity indirectly controlled by Chinese private investors Zhongyao Wang and Wanming Huang).
Grand Chip Investment is hence to launch a voluntary public takeover offer to acquire all of the outstanding ordinary shares of Aixtron SE, including all ordinary shares represented by Aixtron ADS. Under the terms of the agreement, Aixtron shareholders will be offered €6 per ordinary share. The transaction values Aixtron's equity (including net cash) at about €670m and reflects a 50.7% premium to the three-month volume weighted average share price prior to announcement. About RMB1.7bn (€231m, at €1 = RMB 7.3456) of equity financing will be provided by FGC, and the remainder will be financed by debt facilities.
The agreement sets out the purpose and the principal terms of the transaction with FGC and the future strategy. FGC says that it intends to support Aixtron's strategy going forward.
Aixtron and FGC add that they 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. The transaction aims to support Aixtron's long-term R&D activities to bring new products and technologies to market, support the execution of the firm's current strategy and technology roadmaps, and improve its ability to compete and grow in China.
Specifically, R&D competency and Aixtron's existing technology will be maintained at the existing technology centers. FGC has also agreed that Aixtron will further strengthen its technology and IP portfolio, which will remain vested with Aixtron, including in Germany. In addition, Aixtron's existing global set up will be maintained and expanded at its three technology hubs in Herzogenrath (Germany), Cambridge (UK) and Sunnyvale, CA (USA). Further international technology hubs may be established. Aixtron's legal domicile and headquarters will remain in Herzogenrath, Germany.
Executive and Supervisory Boards support the transaction. "It provides immediate value to our shareholders while also enabling Aixtron to bring their new products to market," comments Supervisory Board chairman Kim Schindelhauer. "With FGC we have found a partner that will provide local market insights to support our business objectives in Asia," he adds.
"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," says CEO Martin Goetzeler. "It will provide us with a long-term horizon to promote the further development of new products," he adds. "In addition, our customers will benefit from stronger support and execution of their roadmaps."
"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," says Mr Liu, managing partner at FGC. "We are committed to support the necessary investments for Aixtron and to enhance its product portfolio… Aixtron is a cornerstone in our overall investment strategy," he adds. "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."
GCI expects the offer to commence in July after approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungs-aufsicht/BaFin). The offer will be subject to certain closing conditions, including regulatory approvals and a minimum acceptance threshold of 60% of Aixtron's issued shares, including shares represented by ADS. Closing is expected in second-half 2016.
In the event that the takeover is successful, Martin Goetzeler will remain chief executive officer of Aixtron and Dr Bernd Schulte will remain chief operating officer. Following closing of the transaction it is anticipated that Grand Chip Investment will nominate four candidates to Aixtron's six-member Supervisory Board.
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