Infineon launches Guaranteed Subordinated Convertible Bonds due 2014 convertible into up to 74,950,000 shares of Infineon
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. THIS NOTICE IS NOT A PROSPECTUS AND, TO THE EXTENT THAT IT MAY CONSTITUTE AN ADVERTISEMENT, DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OF INFINEON TECHNOLOGIES AG
Neubiberg, Germany – May 18, 2009 – The Management Board of Infineon Technologies AG (“ Infineon”) resolved today, with the consent of the Supervisory Board, to approve the issuance of guaranteed subordinated convertible bonds (the “Bonds”). The Bonds will be issued by Infineon Technologies Holding B.V., a wholly-owned subsidiary of Infineon, and will be guaranteed by Infineon. The Bonds will be marketed to institutional investors by way of an accelerated bookbuilding. The Management Board resolved, with the consent of the Supervisory Board, to exclude the pre-emptive rights of shareholders of Infineon to subscribe for the Bonds.
The contemplated transaction is a further step in Infineon’s refinancing strategy. The Bonds will strengthen Infineon’s liquidity position and extend the debt maturity profile.
The conversion price will be set at a premium of 25% above the volume-weighted average XETRA price of Infineon’s ordinary shares from launch until the time of pricing. The number of shares underlying the Bonds will be up to 74,950,000 registered ordinary shares, with a notional par value of EUR 2.00 per share each. On that basis the aggregate principal amount will be approximately EUR 203.1 million (calculated based on the XETRA closing price of Infineon shares on 15 May 2009).
The maturity of the Bonds will be 5 years. The Bonds are expected to be issued at 86.40% - 92.80% of the principal amount on the settlement date, resulting in issue proceeds for Infineon of EUR 175.5 – 188.5 million (calculated based on the XETRA closing price of Infineon shares on 15 May 2009). The fixed coupon is expected to be set between 7% to 8% per annum, payable semi-annually in arrear. Unless the Bonds are previously converted they will be redeemed at maturity at 100% of their principal amount.
Closing and settlement of the Bonds is expected to take place on 26 May 2009. It is intended to include the Bonds to be traded on the open market (Freiverkehr) of the Frankfurt Stock Exchange; however issuance of the Bonds will not be conditional upon obtaining such inclusion to trading.
Credit Suisse Securities (Europe) Limited is acting as Sole Bookrunner for the transaction. Credit Suisse Securities (Europe) Limited and quirin bank AG are acting as Joint Lead Managers.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (”US Securities Act“), as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement is only distributed to and aimed at (i) persons outside the United Kingdom or (ii) professional investors as per Article 19(5) of the Financial Services and Markets Act 2000 and the Financial Promotion Order 2005 (the ”Order“), or (iii) high net wealth companies and other high net wealth persons as per Article 49(2)(a) to (d) of the Order (these persons jointly being termed “ qualified persons”). All of the securities named herein are available only to qualified persons and any invitation, offer or agreement to subscribe to, buy or otherwise acquire them is made only to qualified persons. Persons who are not qualified persons should on no account act with regard to or in confidence on this information or its contents.
This announcement is for information purposes only and does not constitute an offer to sell, or a solicitation or an offer to buy any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this ad-hoc announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law.
Infineon Technologies AG, Neubiberg, Germany, offers semiconductor and system solutions addressing three central challenges to modern society: energy efficiency, communications, and security. In the 2008 fiscal year (ending 30 September), the company reported sales of EUR 4.3 billion with approximately 29,100 employees worldwide in continuing operations. With a global presence, Infineon operates through its subsidiaries in the United States from Milpitas, CA, in the Asia-Pacific region from Singapore, and in Japan from Tokyo. Infineon is listed on the Frankfurt Stock Exchange (ticker symbol: IFX) and in the United States on the over-the-counter market OTCQX International Premier (ticker symbol: IFNNY).