AIXTRON and Genus plan merger
AIXTRON plans to acquire all outstanding Genus shares in a stock-for-stock transaction. Genus shareholders will receive 0.51 American Depository Receipts (ADRs) of AIXTRON in exchange for each Genus common share. Each AIXTRON ADR will represent one AIXTRON ordinary share. AIXTRON will seek to have the ADRs quoted on NASDAQ, which quotation is expected to become effective at the close of the merger. AIXTRON's shares were at EUR5.82 giving a Genus share value of $3.61 on Thursday July 1, 2004. This gives the transaction a total value of EUR117.7mn ($143.2mn) based on the current issued shares of Genus stock. Genus' shareholders are receiving a premium of approximately 6% based on Thursday's closing prices and approximately 16% to the 30-day trailing average prices of the two companies' shares.
Following the completion of the transaction, AIXTRON's shareholders will hold 74% and Genus' shareholders 26% of the merged company. AIXTRON and Genus employ more than 550 employees globally.
Paul Hyland will remain president and CEO of AIXTRON and William WR Elder, chairman and CEO of Genus, will join the AIXTRON management board. AIXTRONÕs management and supervisory boards and GenusÕ board of directors have all approved the deal. The transaction is subject to approval by the shareholders of both companies and to any necessary regulatory clearance in the US. The deal is expected to close by year-end.
AIXTRON management also issued preliminary results for Q2 2004. Equipment order intake figures are EUR36mn and year to date EUR66mn. Backlog is EUR74mn as of June 30, 2004. Preliminary total Q2 revenues are EUR34mn. The release of final Q2 results for AIXTRON will be as planned on August 5, 2004.
Due to positive business development in Q2, the companyÕs forecast of total revenues for 2004 has been increased to a range of EUR130-140mn (previous guidance EUR121mn). Net profit is expected to be in the range of EUR2-5mn (before transaction related expenses). Previously, AIXTRON management predicted a break-even result.
Genus management believes that it is still possible to reach its previous guidance on revenues ($55-65mn) and order intake ($60-70mn). The companyÕs first half has been weak for both orders and revenues, but GenusÕ management expects conditions to improve in the second half.
