Aixtron AG Merges with Genus, Inc.
NEW YORK (July 8, 2004) — McDermott Will & Emery advised Aixtron AG, Aachen Germany, in respect of the Agreement and Plan of Merger entered into by it and Genus, Inc. Sunnyvale, CA, dated July 1, 2004. Both companies are leading specialized equipment suppliers to the semiconductor industry. The transaction is structured as a stock-for-stock merger pursuant to which Genus shareholders will receive 0.51 American Depositary Shares of Aixtron AG for each Genus common share. Based on Aixtron's share price at the close of trading on July 1, the transaction was valued at $143.2 million.
The transaction exemplified the cross-border capabilities of McDermott and involved complex structuring relative to the implications of German corporate and securities laws on the merger agreement, which is governed by New York law. It is the first cross-border merger between German and U.S. publicly listed companies in several years. McDermott provided comprehensive advice to Aixtron on all aspects of the deal under U.S. and German law.
The McDermott cross-border team on this transaction was led by New York corporate partner Thomas Sauermilch and included lawyers from the Firm's Chicago, Düsseldorf, London, New York and Silicon Valley offices.
