American Depositary Shares (ADSs)

 

 

ADSs

Starting April 24, 2009, Infineon Technologies AG is listed on the OTCQX International Premier market, the highest over-the-counter market tier, under the ticker symbol "IFNNY". Infineon has a sponsored Level I ADS-Program. Each ADS represents one ordinary registered share of Infineon Technologies AG. Trading information is readily available on OTCQX website (www.otcqx.com) starting April 24, 2009.

 

Before this date, Infineon’s ADSs were listed at the New York Stock Exchange (NYSE, starting March 13, 2000).

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The ADS-Program is run by Deutsche Bank Trust Company Americas.
For more information on ADSs please contact:

 

ADS contact information
Deutsche Bank Trust Company Americas
C/o American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050
United States
Email: DB@amstock.com
Website: www.adr.db.com

Shareholder Service (toll-free) Tel. (800) 749-1873
Shareholder Service (international) Tel. (718) 921-8137
Tax Service tel. 1-800-876-0959
Tax Service fax 1-866-888-1120

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Frequently asked Questions:
American Depository Share (ADS)
Delisting from NYSE and Listing on OTCQX International

 

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What is an American Depositary Share (ADS)?
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.

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What types of companies issue ADSs?
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.

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Is it easy to get information and updates on an ADS company?
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.

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Where are Infineon ADSs traded?
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).

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Why have you decided to apply for a voluntary delisting from NYSE?
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.

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How will the move from the NYSE to the OTCQX affect holders of the ADS?
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.

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What is the Over-the-Counter Market?
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.

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Why have you chosen to list on the OTCQX International instead of the standard OTC market?
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.

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What is a sponsored Level I ADS program?
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.

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What is the Pink Sheets?
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.

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Will there be a change in Infineon’s IR activities as a result of the delisting?
No. Infineon will maintain the same level of IR activities and continue to go on road-show with senior management on a regular basis.

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Can investors exchange the listed ADSs for ordinary shares?
Yes, investors can always cancel their ADSs and receive ordinary shares instead. To do so, please contact your broker or Deutsche Bank Trust Company Americas.

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Will investors be forced to sell their ADSs as a consequence of the delisting?
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.

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What is the difference between Delisting and Deregistration?

  • 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.

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Will the SEC deregistration change your reporting standards and frequency?
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.

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Will the deregistration from SEC impact my purchasing, holding, and selling
of ADSs?
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.

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What are the expected cost savings from delisting and deregistration?
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.

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Why haven’t you discontinued your ADS program altogether?
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.

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Will you be filing a 20-F Annual Report for 2009?
Yes, as Infineon will be still registered at the SEC at the end of the 2009 fiscal year.

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Who is Infineon’s depositary for ADSs?
Deutsche Bank Trust Company Americas (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.

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How are ADSs related to Infineon ordinary shares?
Every Infineon ADS represents one ordinary share, i.e. the exchange rate is 1:1.

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What is the difference between a registered holder and a beneficial ADS holder?
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.

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What is Infineon ADS CUSIP code?
45662N103

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How can I buy an Infineon ADS?
You can buy an Infineon ADS through a broker, just as you would buy U.S. securities. You can also buy the ADSs of some companies through the DB-Direct Investor Services Program. DB-Direct is a dividend reinvestment and direct purchase plan open to existing shareholders and new investors. Through the program, participants can buy initial and additional ADSs, sell ADSs and reinvest dividends all at low costs. For more information on DB-Direct, please go to http://www.adr.db.com/ and select the DB-Direct tab or telephone (800) 749 1873.

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Can I purchase ADSs directly from Infineon?
No. 

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How do I convert my ordinary shares into ADSs?
Converting ordinary shares into ADSs must be done through a broker, an investment advisor or through Deutsche Bank Trust Company Americas. 

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Are there any costs for the issuance of ADSs or their cancellation?
The depository may charge up to USD 0.05 per ADS for issuance or cancellation of ADSs.

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Will any other additional fees be charged in respect of any dividends that may be paid or for maintaining the ADS program?
No. 

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How can I contact Deutsche Bank Trust Company Americas?
Please see above for contact details.

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