Aixtron has announced that it intends to voluntarily delist its American Depositary Shares (ADSs) from The NASDAQ Global Select Market (NASDAQ) and deregister and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (Exchange Act).
Trading over the past 12 months on NASDAQ accounted for less than 5% of the worldwide trading volume of the Company’s Ordinary Shares, while nearly all of the remainder of the trading was conducted through the Company’s listing on the Frankfurt Stock Exchange.
Given the comparatively low trading volumes on NASDAQ, the Company believes that the complexity as well as the costs and efforts associated with maintaining a dual listing, including reporting obligations with the Securities and Exchange Commission (SEC), outweigh the benefits of continuing its listing and registration in the United States.
The Company is in compliance with all of its listing requirements. AIXTRON has provided written notice to the NASDAQ Stock Market of its intention to delist and expects to file a Form 25, Notification of Removal from Listing and/or registration under Section 12(b) of the Exchange Act with the SEC on or about December 30, 2016 to effect the delisting. The Company anticipates that the last day of trading of the ADSs on NASDAQ will be on or about December 30, 2016.
Furthermore, the Company anticipates that its ADSs will thereafter be traded on the U.S. over-the-counter market. The Company will notify the depositary Bank of New York Mellon (“Depositary”) that it wishes to terminate the ADS program. In due course, the Depositary will notify all ADS holders advising on the process for surrendering their ADSs in favor of the underlying Ordinary Shares of the Company.
The Company’s Ordinary Shares will continue to trade on all German Stock Exchanges, including the Frankfurt Stock Exchange under the stock symbol "AIXA". It is expected that the delisting of Company's ADSs and deregistration will have no other impact on the listing of Company's Ordinary Shares on the Frankfurt Stock Exchange.
The Company also intends to deregister and terminate its reporting obligations under the Exchange Act. The Company intends to file a Form 15F with the SEC on or about January 9, 2017. As of the date of the filing of the Form 15F, the Company's obligation to file reports under the Exchange Act will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15F.
The Company AIXTRON intends to continue to provide stockholders with audited annual financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, quarterly financial information, corporate news and other information in German and English and to make such information publicly available on its website.
Furthermore, AIXTRON will provide additional material information regarding its business and operations by way of public disclosures including press releases and presentations on its website, will continue to hold shareholder meetings as required by law and will continue to exercise good corporate governance.