American Depositary Shares (ADSs)
Seit dem 24. April 2009 notiert die Infineon Technologies AG unter dem Börsenkürzel "IFNNY" am OTCQX International Premier Markt. Infineon hat ein gesponsertes Level I ADS – Programm. Das Verhältnis ADS zu Aktien beträgt 1:1. Ab dem 24. April 2009 sind Informationen zum Handel der Infineon ADSs auf der OTCQX Webseite (www.otcqx.com) abrufbar.
Bis zum 24. April 2009 war Infineon an der NYSE gelistet (Listingbeginn: 13. März 2000).
Citibank Shareholder Services
P.O. Box 43077
Rhode Island 02940-3077
Phone (toll free): +1-877-CITI-ADR (248-4237)
International dial: +1-781-575-4555
Citibank New York: +1 212 723 5435
Citibank London: +44 (0) 20 7500 2030
Frequently asked Questions
An ADS is a U.S. security (represented by an American Depository Receipt or ADR) evidencing ownership of shares in a non-U.S. corporation. ADSs are quoted and traded in U.S. dollars in the U.S. securities market. ADSs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors, and to provide a corporate finance vehicle for non-U.S. companies.
Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investors can issue ADSs. However, ADSs issuers are typically large multinational corporations.
Investors receive annual reports and proxy materials in English. ADSs listed on U.S. exchanges provide holders with the same level of information as any other U.S. security. Trading information is readily available on OTCQX website starting April 24, 2009.
Starting April 24, 2009, the ADSs are listed on the OTCQX International Premier. Before this date, Infineon’s ADSs were listed at the New York Stock Exchange (NYSE, starting March 13, 2000).
The delisting from the NYSE is driven by the opportunity to reduce complexity and administrative costs connected with the listing. Since Infineon’s listing in March, 2000, the regulatory framework for companies listed on the NYSE has changed considerably. This has led to more bureaucracy and higher compliance costs for companies. Parallel to this reporting and corporate governance standards in Europe and the U.S. have converged substantially in recent years. Regulations in the European capital markets have been tightened and IFRS have become mandatory. It is therefore possible to maintain a high level of corporate governance and transparency with significantly reduced administrative cost without being listed at the NYSE.
The Company’s ADSs will continue to trade as ‘Level I ADSs’ on the OTCQX, and there will be no material change to the relationship between the Company and the ADS holders, nor in the rights of ADS holders.
Level I ADSs are traded in the U.S. OTC market with prices published in the "Pink Sheets" and on some exchanges outside the United States. The establishment of a Sponsored Level I program does not require full SEC registration and the company does not have to report its accounts under U.S. GAAP or provide full SEC disclosure. Because of its prior NYSE listing, Infineon will be required to comply fully with the SEC’s disclosure requirements for at least the twelve months following its delisting from NYSE.
The OTCQX International is a premium market tier that distinguishes leading international companies from other securities traded over-the-counter. Also, the reporting and disclosure requirements of the OTCQX International are in line with the Company’s current high standards of disclosure.
Level I ADSs can only be traded on the OTC market. A majority of American depositary receipt programs currently trading are issued through a Level I program. Investors can buy and sell their shares through their existing brokers.
The Pink Sheets is a centralized quotation service that collects and publishes market maker quotes for OTC securities in real-time. Pink Sheets is neither a SEC Registered Stock Exchange nor a Broker-Dealer.
No. Infineon will maintain the same level of IR activities and continue to go on road-show with senior management on a regular basis.
Yes, investors can always cancel their ADSs and receive ordinary shares instead. To do so, please contact your broker or Citibank Shareholder Services.
No. Infineon will maintain a Level I ADSs program following delisting. There will be no need to sell the ADSs or shares, but investors will be able to do so if they wish. Investors can either keep their ADSs, sell them over-the-counter on the OTCQX market, or cancel their ADSs in exchange for ordinary shares.
- Delisting: Removal of a company’s securities from an exchange (e.g. NYSE) and termination of stock exchange trading in these securities.
- Deregistration: Termination of the SEC registration of a company’s securities resulting in the termination of all reporting obligations under the Securities Exchange Act of 1934.
Even though the Company will no longer be obliged to report according to US reporting requirements after deregistration, it will continue to comply with the rules of the Frankfurt Stock Exchange (FSE) and German financial and other ongoing reporting and disclosure requirements. In addition, the Company will continue to publish in English on its website (http://www.infineon.com/) materials that are required to be made public pursuant to German law, or required to be publicly filed with its primary trading markets or required to be distributed to its security holders.
No. Following deregistration, we currently anticipate that Infineon's ADS facility and OTCQX listing will remain in place and that there will be no impact on your ability to purchase, hold and sell Infineon ADSs.
Delisting from NYSE and deregistration from the SEC bring with it significant cost savings both in terms of direct costs (costs associated with Form 20-F preparation and legal fees) as well as the costs of complying with SOX Section 404 (evaluating and reporting on our internal controls). We need to ask for your understanding that we cannot disclose these costs.
The ADS program plays a vital role in helping Infineon build relationships with American-based investors. In addition, Infineon would like to give ADS holders the opportunity to continue the ADSs trade.
Yes, as Infineon was still registered at the SEC at the end of the 2009 fiscal year.
Citibank Shareholder Services (for contact details top of page). The depositary bank plays a key role in issuance as well as cancellation of ADSs. It also maintains the ADS holder register.
Every Infineon ADS represents one ordinary share, i.e. the exchange rate is 1:1.
A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of record. A beneficial holder is one whose holdings are registered in a name other than its own, such as in the name of a broker, bank or nominee.
Converting ordinary shares into ADSs must be done through a broker, an investment advisor or through Citibank Shareholder Services.
The depository may charge up to USD 0.05 per ADS for issuance or cancellation of ADSs.
Yes. ADR holders could be charged up to $0.05 per ADR per year. The fees are stipulated in the Deposit Agreement between the depositary bank and the company based upon industry standards. The Deposit Agreement is filed with the SEC and is readily accessible by the public.
It is standard practice for depositary banks to charge ADR shareholders a dividend fee or servicing fee up to $0.05 per ADR for companies who ADRs trade on the OTC market. The fee is charged to cover administrative costs associated with the ADR programm.
Please see above for contact details.