Filed Pursuant to Rule 433
Dated July 16, 2009
Registration
Statement No. 333-160601
Free Writing Prospectus
In connection with the launch of its rights offering, Infineon Technologies AG is filing the
following communications:
| • | Launch press release; and | ||
| • | Employee communication. |
News Release / Presseinformation
BaFin approves listing prospectus which includes preliminary figures for the third quarter of the
2009 fiscal year
Infineon launches rights issue for up to Euro 725 million with a subscription period from 20 July
2009 through 3 August 2009
Neubiberg, Germany – July 16, 2009 – Infineon Technologies AG announces its launch of a rights
issue for up to 337 million shares with a subscription price of Euro 2.15 per share and a
subscription period from 20 July 2009 through 3 August 2009. The German Federal Financial
Supervisory Authority (BaFin) gave its required approval for the prospectus today. The new shares
will be offered to Infineon’s shareholders for subscription at a ratio of four new shares for every
nine existing shares held. Infineon’s depositary will also make subscription rights for new
American Depositary Shares (ADS) available to the holders of Infineon’s ADSs during the period from
20 July 2009 through 29 July 2009. Settlement for the new shares subscribed for under the rights
offering is expected to occur on or about August 7, 2009. Settlement of the unsubscribed new shares
to be sold in a private placement to a company held by funds managed by an affiliate of Apollo
Global Management LLC (Apollo) is additionally subject to applicable regulatory clearances, which
are expected to be received during the course of August 2009.
Apollo has agreed to acquire at the subscription price up to approximately 326 million new shares
not subscribed for by existing shareholders, subject to certain conditions. Among others, Apollo’s
participation in Infineon must not exceed a shareholding of 30 percent minus one share of
Infineon’s share capital after implementation of the rights issue. In addition, the commitment is
subject to the condition that Apollo, after implementation of the rights offering, has obtained a
minimum shareholding of 15 percent of Infineon’s share capital. Apollo has the right to waive such
condition.
The subscription rights for the new shares will not be traded on the regulated market of the
Frankfurt Stock Exchange.
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Credit Suisse Securities (Europe) Limited, Deutsche Bank AG and Merrill Lynch International are
acting as Joint Bookrunners for the rights offering.
“The upcoming capital increase is a central element of our refinancing. In addition, despite the
difficult market environment, Infineon has succeeded in significantly improving its operational
performance in the last quarter. By doing so we have not only fulfilled our recently raised
guidance but even exceeded it. Both aspects, the operational performance and the refinancing
activities, point the way to a successful, stable future for our company”, says Peter Bauer CEO of
Infineon Technologies.
Contained in the prospectus for the rights offering are preliminary figures for the third quarter
of the 2009 fiscal year. Infineon’s revenues in the three months ended June 30, 2009 were
approximately Euro 845 million compared to Euro 747 million in the three months ended March 31,
2009 and to Euro 1,029 million in the three months ended June 30, 2008. Revenues were up 13 percent
sequentially and down 18 percent year-over-year. In the three months ended June 30, 2009,
Automotive sales were approximately Euro 206 million, Industrial & Multimarket sales were
approximately Euro 221 million, Chip Card & Security sales were approximately Euro 82 million,
Wireless Solutions sales were approximately Euro 251 million, Wireline Communications sales were
approximately Euro 84 million and sales in Other Operating Segments were approximately Euro 1
million. Infineon’s revenue in Corporate & Eliminations was negligible.
Segment result for the company’s principal operating segments was as follows: Automotive segment
result was approximately negative Euro 17 million, Industrial & Multimarket segment result was
approximately Euro 9 million, Chip Card & Security segment result was approximately Euro 4 million,
Wireless Solutions Segment Result was approximately Euro 19 million, Wireline Communications
segment result was approximately Euro 7 million, Other Operating Segments segment result was
approximately negative Euro 1 million and Corporate & Eliminations segment result was approximately
negative Euro 13 million.
Infineon’s gross cash position amounted to Euro 871 million as of June 30, 2009 and total debt at
book values amounted to Euro 1,022 million. Total debt at nominal values amounted to Euro 1,114
million as of June 30, 2009. Infineon’s net debt position using nominal values was Euro 243 million
as of June 30, 2009.
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Infineon defines gross cash position from continuing operations as cash and cash equivalents and
available-for-sale financial assets, and net debt position from continuing operations as gross cash
position less short-term debt and current maturities of long-term debt, and long-term debt. Since
Infineon holds a portion of its available monetary resources in the form of readily
available-for-sale financial assets, which for IFRS purposes are not considered “cash”, it reports
its gross cash and net debt positions to provide investors with an understanding of the Company’s
overall liquidity.
As of June 30, 2009, inventories were Euro 521 million compared to Euro 543 million as of March 31,
2009, trade and other receivables were Euro 496 million compared to Euro 518 million as of March
31, 2009, and trade and other payables were Euro 365 million compared to Euro 302 million as of
March 31, 2009, respectively. Capital expenditures, including capitalization of R&D expenses in
accordance with IFRS, for the three months ended June 30, 2009 were approximately Euro 26 million
compared to Euro 51 million in the three months ended March 31, 2009. Depreciation and
amortization, including amortization of capitalized R&D, was approximately Euro 133 million for the
three months ended June 30, 2009 compared to Euro 137 million in the three months ended March 31,
2009.
The Company expects the final version of its quarterly results for the three and nine months ended
June 30, 2009 to be published on or about July 29, 2009. Simultaneously, the Company will publish a
supplement to the prospectus reflecting the respective figures.
About Infineon
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 September), the company reported sales of Euro 4.3 billion with
approximately 29,100 employees worldwide in continuing operations. With a global presence, Infineon
operates through its subsidiaries in the U.S. 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 USA on the over-the-counter market OTCQX International (ticker symbol:
IFNNY).
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Further information is available at www.infineon.com.
This news release is available online at www.infineon.com/press/
DISCLAIMER
Infineon Technologies AG may file a registration statement (including a prospectus) with the U.S.
Securities and Exchange Commission (“SEC”) for the offering to which this communication relates.
Before you invest, you should read that registration statement (including the prospectus) for more
complete information about Infineon and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov or on Infineon’s website at www.infineon.com by
clicking “Investor”. Alternatively, Infineon will arrange to send you the prospectus after filing
if you request it by calling +49-89-234-26655 or emailing investor.relations@infineon.com.
This publication constitutes neither a prospectus, nor an offer to sell nor a solicitation of an
offer to buy securities of Infineon, and it is not a substitute for the prospectus. The offer of
shares of Infineon in Germany will be made solely by means of, and on the basis of, a securities
prospectus which is to be published. An investment decision regarding the publicly offered
securities of Infineon in Germany should only be made on the basis of the securities prospectus. A
securities prospectus which has been approved by the German Federal Financial Supervisory Authority
will be published and will be available free of charge on Infineon’s website (www.infineon.com).
This press release includes forward-looking statements about the future of our business, including
statements relating to our financing plans and developments regarding the planned rights offering.
These forward-looking statements are subject to a number of uncertainties, including market
conditions and general economic developments, as well as developments in our own business and the
other factors described in the “Risk Factors” section of the registration statement of Infineon on
Form F-3 filed with the U.S. Securities and Exchange Commission on July 16, 2009. As a result,
future developments could differ materially from those indicated in the forward-looking statements.
Infineon does not assume any obligation to update or revise these forward-looking statements in
light of future developments.
For the Finance and Business Press: INFXX200907.069e
Media Relations Corporate: |
Name: | Phone / Fax: | Email: | |||
Worldwide Headquarters |
Kay Laudien | +49 89 234 28481 | kay.laudien@infineon.com | |||
U.S.A. |
Mitch Ahiers | +1 408 503 2791 | mitch.ahiers@infineon.com | |||
Asia |
Chi Kang David Ong | +65 6876 3070 | david.ong@infineon.com | |||
Japan |
Hirotaka Shiroguchi | +81 3 5745 7340 | hirotaka.shiroguchi@infineon.com | |||
Investor Relations |
EU/APAC/USA/CAN | +49 89 234 26655 | investor.relations@infineon.com |
July 16, 2009
Dear Colleagues,
Today, the German Federal Financial Supervisory Authority (BaFin) approved our offering prospectus,
clearing the way for the launch of our recently announced capital increase (cf. board mail of July
10, 2009). As publicly announced, Apollo will be acting as anchor, or backstop, investor.
The planned capital increase
As we already communicated, we will first offer our existing shareholders the right to subscribe to
up to 337 million new shares at a price of Euro 2.15 per share. The subscription period will begin
on Monday, July 20, 2009 and will end (for ordinary shares traded in Frankfurt) on Monday, August
3, 2009 or (for American Depositary Shares, ADS) on Thursday, July 29, 2009. During this period the
shareholders and ADS holders can exercise their subscription right at a ratio of four new shares
for every nine existing shares held. If you as an employee are also an Infineon shareholder, the
share subscription offer will apply to you in the same way.
On August 4, 2009, following the end of the subscription period and once it has been established
how many shares have been subscribed by existing shareholders, it will be determined whether and to
what extent Apollo, as an anchor investor, will acquire new shares. If, after the exercise of the
subscription rights, Apollo has the opportunity to acquire at least 15% of Infineon’s entire share
capital after implementation of the rights issue, Apollo has agreed to purchase all the remaining
new Infineon shares (the so-called “anchor” or “backstop” effect). Its maximum holding can be up to
30% minus one share after implementation of the rights issue. If the 15% threshold is not reached,
Apollo has the option whether or not to acquire shares. If Apollo acquires shares, it will do so at
the subscription price of Euro 2.15 per share.
Preliminary results for the third quarter
In conjunction with the publication of the prospectus today, we are reporting our preliminary third
quarter business results. We expect to release full results on July 29, 2009.
Infineon revenues in the third quarter totaled approximately Euro 845 million, compared to Euro 747
million in the previous quarter and Euro 1.029 billion in the same period last year. Therefore
revenues were up 13% sequentially and down 18% year-on-year. Taking a look at the individual
segments: Automotive sales were approximately Euro 206 million, Industrial & Multimarket sales were
approximately Euro 221 million, Chip Card & Security sales were approximately Euro 82 million,
Wireless Solutions sales were approximately Euro 251 million and Wireline Communications sales were
approximately Euro 84 million. Sales in Other Operating Segments were approximately Euro 1 million.
Infineon’s revenue in Corporate & Eliminations was negligible.
July 16, 2009
As far as the segment results are concerned, the Automotive segment result was approximately
negative Euro 17 million due to the persisting crisis in the automotive industry. We are pleased to
say that the figures of all the other principal segments were positive: the Industrial &
Multimarket segment result was approximately Euro 9 million, Chip Card & Security approximately
Euro 4 million, Wireless Solutions approximately Euro 19 million and Wireline Communications
approximately Euro 7 million. The segment result of Other Operating Segments was approximately
negative Euro 1 million and the Corporate and Eliminations segment result was approximately
negative Euro 13 million.
As we have repeatedly underlined in the past months, the cash position and debt level are an
important indicator of our company’s success — particularly in times of crisis. We increased our
gross cash position to Euro 871 million as of June 30, 2009, compared to Euro 665 million the
previous quarter. Here cash inflow was generated in particular by the issue of the new convertible
bonds (cf. CEO mail of May 26, 2009). Our total debt at book values amounted to Euro 1.022 billion
and total debt at nominal values amounted to Euro 1.114 billion as of June 30, 2009, which is a
slight increase also resulting from the new convertible bonds which will mature in 2014. We were
able to compensate in part for the increase by further repurchases of the convertible bonds and
exchangeable bonds which will mature in 2010. The net debt position using nominal values was Euro
243 million. Furthermore, we anticipate free cash flow to be clearly positive, as already announced
recently in our revised guidance for the third quarter.
We are delighted to have achieved a significant improvement in our business results for the third
quarter, despite the persisting economic and financial crisis. The positive trend in our segment
results and our solid cash position show that our crisis management is working. On the other hand,
we should note that these good preliminary Q3 results were based to a considerable extent on our
cost-cutting measures, particularly on those of temporary nature. Comparison of the current sales
figures with last year’s figures clearly reveals how far we are still away from the 2008 level.
This means we’re making good progress but that we aren’t out of the woods yet. We have to maintain
extreme cost discipline and adapt to the reduced sales levels. The decisive question will be how
long we have to be prepared for this level to last. Unfortunately, however, the predictability of
the markets is still too weak to allow this question to be answered.
For the moment we can be proud of what has been achieved and work towards achieving success in our
next steps, first and foremost, the successful implementation of the increase in capital. We’d like
to take this opportunity to express our sincere thanks to you, the employees, for your achievements
and for the personal contributions you have made. Every day we see how hard people at all levels
within the company are working to lead Infineon through the crisis and on to sustained success. As
we can now recognize from the first fruits of our efforts: it’s worth it.
July 16, 2009
Kind regards,
Peter Bauer, Hermann Eul, Reinhard Ploss and Marco Schröter
P.S.: Once the capital increase has been concluded, we will be organizing wide-scale communications
within the company and we will hold global All-Hands Meetings. Should you have any queries about
the capital increase or about other matters beforehand, please address them to our Internal
Com mailbox.
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DISCLAIMER
Infineon Technologies AG may file a registration statement (including a prospectus) with the U.S.
Securities and Exchange Commission (“SEC”) for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other
documents Infineon has filed with the SEC for more complete information about Infineon and this
offering. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov or on Infineon’s website at www.infineon.com by clicking “Investor”.
Alternatively, Infineon will arrange to send you the prospectus after filing if you request it by
emailing investor.relations@infineon.com.