Infineon has resolved upon new capital returns program
Neubiberg, Germany – November 19, 2013 – Infineon Technologies AG (FSE: IFX / OTCQX: IFNNY) has resolved upon a new capital returns program. This program allows for returning up to Euro 300 million of capital until September 30, 2015. Based on the current share price, this would permit repurchases of up to approx. 42 million shares in total or up to four percent of the share capital. The capital returns may be effected through the writing of put options on Infineon shares or through outright repurchases of Infineon shares via the Xetra trading on the Frankfurt Stock Exchange. As such, Infineon would make use of the share buyback authorization granted by the Annual General Meeting on February 28, 2013. Furthermore, the company may repurchase further portions of the outstanding convertible bonds.
The share buyback exclusively serves the purposes of cancelling shares to reduce the company’s share capital, settling convertible bond obligations in shares as well as allotting shares to employees, board members of associated companies and members of the management board. Incidentally, it will be carried out in accordance with Section 14 para. 2 and Section 20a para. 3 of the German Securities Trading Act in connection with the provisions of Commission Regulation (EC) No. 2273/2003 of December 22, 2003 (“EC Regulation”). Any capital return will be carried out in compliance with the principle of equal treatment according to objective criteria and considering current share prices.
The capital returns program will start at the earliest after publication of this announcement and the program may be suspended and resumed at any time within the time limits assigned by the Annual General Meeting and in compliance with other legal provisions. Beyond the scope of the program announced herewith, Infineon reserves the right to acquire and sell insignificant amounts of its own shares and to implement other measures economically equivalent to capital return measures.
Further details of the capital returns program and the current status of put options issued and shares acquired will be regularly published by Infineon on the Internet at www.infineon.com/investor and are available free of charge at the Company’s business seat at Am Campeon 1-12, 85579 Neubiberg, Germany. In particular the transactions executed will be announced in accordance with Article 4 para. 4 of the EC Regulation.
The share buyback will be carried out using one or more banks making their decisions on the date of acquisition of the shares independently of and without influence by Infineon; otherwise, the provisions of Article 6 para. 3 of the EC Regulation will be observed.
The price agreed in the derivative (excluding incidental costs but taking into account the option premium paid or received) for the acquisition of a share when options are exercised may be no more than 10 percent above and no more than 30 percent below the price of the Company in Xetra trading (or a comparable successor system) determined by the opening auction on the day of the conclusion of the derivative transaction.
If shares are repurchased through the stock exchange, the purchase price per share (excluding incidental costs) paid by the Company may not be more than 10 percent above or below the price established in the Xetra (or comparable successor system) opening auction on the trading day.
In accordance with the EC Regulation, the purchase price paid by Infineon will not exceed the price of the last independent trade or the highest current independent bid at the stock exchange where the purchase is carried out. Decisive is the higher of both values.
Furthermore, according to the EC Regulation, no more than 25 percent of the average daily trading volume at the stock exchange where the purchase is carried out will be acquired. This average daily trading volume is based on the average daily volume traded in the month preceding this disclosure of the share buyback program and, based thereon, amounts to 8,071,537 shares for the period of the program.
Infineon Technologies AG, Neubiberg, Germany, offers semiconductor and system solutions addressing three central challenges to modern society: energy efficiency, mobility, and security. In the 2013 fiscal year (ending September 30), the Company reported sales of €3.84 billion with around 26,700 employees worldwide. Infineon is listed on the Frankfurt Stock Exchange (ticker symbol: IFX) and in the USA on the over-the-counter market OTCQX International Premier (ticker symbol: IFNNY).Further information is available at www.infineon.com