Infineon Technologies AG starting bookbuilding process for inaugural dual-tranche EUR perpetual hybrid bond
AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, INDIRECTLY OR DIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL ***HYBRID BOND***
Neubiberg, 25 September 2019 – Infineon Technologies AG (“Infineon”) has decided today to initiate a bookbuilding procedure for a dual-tranche EUR hybrid bond (Regulation S). It comprises two perpetual tranches with non-call periods aligned to the first reset dates after 5.5 years and 8.5 years, respectively. Infineon will have customary early redemption rights, including if the Cypress Semiconductor Corporation (“Cypress”) acquisition should not proceed to closing. Based on Infineon’s current issuer rating of BBB (credit watch negative), S&P Global Ratings assigned a BB+ issue rating to the hybrid notes and expects to assign intermediate equity credit once the Cypress acquisition closes. Terms and volume are subject to market conditions. The net proceeds from the issue will be used to cancel or prepay loans entered into for financing the proposed Cypress acquisition and for general corporate purposes. The offer is being made exclusively to qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and there will be no public offering of the hybrid bonds in any jurisdiction.
The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States of America, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration except in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the securities in the United States of America. This release and the information contained herein may not be distributed or sent into the United States of America, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States of America. The securities are being offered and sold outside the United States of America only in reliance on Regulation S under the Securities Act.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"). In the United Kingdom, this announcement is only addressed to and directed at 'qualified investors' who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) ("high net worth companies", "incorporated associations", etc.) of the Order.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to the anticipated future performance of Infineon ("forward-looking statements"), they are based upon current views and assumptions of the Infineon management, which were made to its best knowledge. Forward-looking statements reflect various assumptions taken from Infineon’s current business plan or from public sources which have not been independently verified or assessed by Infineon and which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Infineon or the success of the industries in which Infineon operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. Infineon does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.
MiFID II professionals/ECPs-only/No PRIIPs KID
Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA.