fwp
Filed Pursuant to Rule 433
Issuer
Free Writing Prospectus
Dated July 23, 2009
Relating to Prospectus dated July 16, 2009
Registration Statement No. 333-160601
Free Writing Prospectus
In connection with its rights offering, Infineon Technologies AG is filing the attached
employee communication.
Questions & Answers Capital Increase July 2009
Q&A Compendium Capital Increase
Note: This information has been compiled to the best of our knowledge (as at July 23, 2009). This
information does not constitute an offer to sell or a solicitation of offers to purchase
securities. Any investment decision should be made only on the basis of the prospectus issued by
Infineon in connection with the rights offering. We cannot provide any financial advice to you,
and you should consult with your own financial advisor.
Questions of a general nature
Does the offer to subscribe for new shares at a subscription price of Euro 2.15 also apply to IFX
employees?
|
|
|
The offer applies to all Infineon shareholders. Therefore, if employees owned Infineon
shares as of July 17, 2009 (the record date), then this offer also applies to them.
Employees who did not own Infineon shares on the record date cannot take part in the
capital increase. |
What does the offer of subscription for shares at a ratio of 9:4 mean?
|
|
|
It means that for every nine shares held by Infineon shareholders on the record date,
they have the right to subscribe for four new (=additional) shares at the subscription
price. Shareholders who own more shares can subscribe for a correspondingly larger number
of shares. Rights may only be exercised in whole number multiples of nine. |
|
|
|
|
Example: A shareholder holding forty shares can subscribe for sixteen new shares with
four subscription rights remaining with the shareholder. Note that ADR rights are not
transferable, and will lapse if not exercised. |
Id be interested whether I have to subscribe for all the new shares if I take part in the capital
increase, or whether it is possible to subscribe for only some of them.
|
|
|
Participation in the capital increase is entirely voluntary. Shareholders are free to
decide whether and to what extent they will exercise their subscription rights and take
part in the capital increase. Therefore they do not have to subscribe for the maximum
number of new shares they would be entitled to. They can subscribe for only some of the new
shares to which they are entitled, or even abstain altogether from taking part in the
capital increase and can allow their subscription rights to lapse. |
Questions concerning the procedure for exercising subscription rights
How can IFX employees subscribe for new shares?
|
|
|
|
|
July 23, 2009
|
|
For internal use only
|
|
1 |
Questions & Answers Capital Increase July 2009
|
|
|
Infineon employees who owned Infineon shares on the record date have received
subscription rights through their depositary banks. If they wish to take part in the
capital increase and hence subscribe for new shares, they have to declare their intent to
do so through their depository bank which will also send a letter giving details of the
mechanics of the capital increase. Infineon employees who held ADRs at the record date
should follow the instructions provided by the ADR depositary or their broker. |
My question as an IFX shareholder: How and through whom do I receive the information in order to
take part in the capital increase and exercise my subscription rights?
|
|
|
Every shareholder (and hence also the IFX employee) will be notified about the IFX
capital increase by his respective bank. ADR holders are being notified through the ADR
depositary or their broker. |
Can I simply subscribe for the new shares at a price of Euro 2.15 through my bank?
Is my bank informed that a capital increase is taking place at Infineon and that I am entitled to
take part?
|
|
|
Yes. The bank knows its IFX shareholders. Therefore every shareholder (and hence also
IFX employees) who owns Infineon shares at the record date will receive information about
the IFX capital increase from his respective bank. If the employee wishes to take part in
the capital increase, he then has to inform his bank. Employees who hold ADRs directly will
receive instructions from the ADR depositary; employees who hold ADRs indirectly through a
brokerage account will receive instructions through their broker. |
I will be on vacation (abroad) during the subscription period. What possibilities do I have to take
part in the capital increase in spite of my absence?
|
|
|
The offer will be sent to you by your bank. During your absence you have to appoint a
representative by granting a power of attorney. The same applies in this instance as to
other banking transactions to be attended to during your absence. With regard to the formal
requirements of the power of attorney, please contact your bank. If you hold ADRs, you
should contact your broker or the ADR depositary for further information. |
Will any of the new shares subscribed for by IFX employees be subject to a holding period (lock up
period) during which time they are not allowed to be sold?
|
|
|
No. The shares purchased in the capital increase can be traded from the day on which
they are posted into the securities account of the shareholder who exercised the
subscription rights, which is expected to be August 7, 2009. |
Will there be a holding period for the new shares from the capital increase subscribed for by the
shareholders (employees)?
|
|
|
There will not be any holding period. |
In the prospectus, it says: The subscription rights for the new shares will not be traded on the
regulated market of the Frankfurt Stock Exchange. What does that mean? Will the subscription
rights not be traded at all or where will trading take place?
|
|
|
|
|
July 23, 2009
|
|
For internal use only
|
|
2 |
Questions & Answers Capital Increase July 2009
|
|
|
That means that Infineon is not taking any steps to establish or facilitate trading in
subscription rights. Infineon is not obliged to do so. However, the share subscription
rights are trading over-the-counter. If you wish to take this opportunity and to buy or
sell subscription rights in over-the-counter trading, please ask your bank and consult with
your financial advisor. Unlike share subscription rights, ADR subscription rights are not
transferable. |
Will shareholders receive any compensation if they do not exercise or sell their subscription
rights?
|
|
|
No. You may exercise or sell your share subscription rights. Unexercised subscription
rights will lapse. ADR rights are not transferable and will lapse if not exercised. No
compensation will be due in either case. |
Taking a look at my securities account today, I see that the announced subscription rights have
been credited. Is July 20 the cut-off date for the number of subscription rights or can this number
change as a result of purchase and sale of shares during the subscription period?
|
|
|
The so-called record date is July 17, see prospectus, page i. The procedure is also
described there. On July 17, after close of business, subscription rights were credited to
shareholders securities accounts in a number based on the shares they then held, i.e. the
number of subscription rights will not change as a result of purchase or sale of shares
during the subscription period. |
Questions concerning insider trading restrictions
Will there be a waiver to allow IFX employees to participate in this capital increase? Is the end
of the subscription period outside the blackout period?
|
|
|
The exercise of subscription rights has no bearing on the requirements of the insider
directive. Under the directive, only the trading (buying and selling shares and
subscription rights) is prohibited in the no-trade period, and for certain employees
only. Therefore employees can take part in the capital increase without the insider
directive standing in the way. |
|
|
|
|
You will find further information on the insider directive on the Corporate Compliance
Homepage: |
|
|
|
|
http://intranet.infineon.com/de/common/Compliance/insider/index.htm |
Did the early announcement of the Q3 figures reduce the length of the blackout period?
|
|
|
The early announcement of the preliminary Q3 figures has no effect on the blackout
period. See also the Corporate Compliance Homepage |
|
|
|
|
The exercise of subscription rights has no bearing on the requirements of the insider
directive. |
Questions concerning the backstop investor
|
|
|
|
|
July 23, 2009
|
|
For internal use only
|
|
3 |
Questions & Answers Capital Increase July 2009
Has Apollo undertaken to remain a minority shareholder (30% minus 1 share) for all time or can
Apollo purchase additional shares after the deal?
|
|
|
Apollo has undertaken for 12 months not to increase its holding to 30% or more. Please
also see the information given on page 33 of the official prospectus:
http://intranet.infineon.com/Downloads/general/prospectus2009_d.pdf |
Will there be a holding period for Apollo for the shares from the capital increase?
|
|
|
In the event of becoming a shareholder with a stake of at least 15% through the capital
increase, Apollo has undertaken not to dispose of the relevant shares for 12 months,
subject to certain exceptions. Please also see the information given on page 33 of the
official prospectus: |
|
|
|
|
http://intranet.infineon.com/Downloads/general/prospectus2009_d.pdf |
For more information, please see the official German prospectus at:
http://intranet.infineon.com/Downloads/general/prospectus2009_d.pdf
Or the registration statement on Form F-3 at:
http://www.infineon.com/dgdl?folderId=db3a30432239cccd01227f6c523269e3&fileId=db3a30432239cccd012283a749e57beb
DISCLAIMER
Infineon Technologies AG has filed 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 Infineons website at www.infineon.com by clicking Investor.
Alternatively, Infineon will arrange to send you the prospectus if you request it by
telephone at +49-89-234-26655 or by emailing investor.relations@infineon.com.
|
|
|
|
|
July 23, 2009
|
|
For internal use only
|
|
4 |