Qimonda announces pricing of convertible notes offering

Thu Feb 7, 2008 9:34pm EST
 
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MUNICH, Germany--(Business Wire)--
Qimonda Finance LLC, a wholly owned subsidiary of Qimonda AG,
announced today the pricing of its Senior Unsecured Convertible Notes
due 2013 (the "Notes") in the aggregate principal amount of USD 217.6
million. Investor demand enabled Qimonda to increase the size of the
offering of Notes so that they are convertible into a total of 30
million American Depositary Shares (ADSs) from the initially planned
25 million ADSs. The conversion price was fixed at USD 7.25 for each
ADS, corresponding to a conversion premium of 35% above the reference
share price of USD 5.37, subject to adjustments in certain
circumstances. The Notes will pay interest semi-annually at a rate of
6.75% per annum. In addition, Qimonda Finance granted the underwriters
an option to purchase up to an additional USD 30.4 million aggregate
principal amount of the Notes to cover over-allotments, if any.
Application is expected to be made for the Notes to be listed on the
Open Market of the Frankfurt Stock Exchange. The transaction is
expected to close on February 13, 2008, subject to the satisfaction of
closing conditions.

   Concurrently with this transaction, Infineon Technologies AG,
Qimonda's majority shareholder, entered into a share lending agreement
with an affiliate of Credit Suisse, pursuant to which Infineon has
agreed to lend Qimonda ADSs to the affiliate. Under the share lending
agreement, the share borrower has sold 17.5 million of those ADSs in a
registered public offering at a price per share of USD 4.97 to
facilitate investors' hedges of their positions in the Notes. The
affiliate of Credit Suisse will receive all of the proceeds from the
sale of the borrowed ADSs; Qimonda will not receive any of the
proceeds from these sales.

   Qimonda intends to use the proceeds of the sale of the Notes for
general corporate purposes.

   Citi, Credit Suisse and Deutsche Bank Securities are acting as
joint bookrunners for the offering, and ABN AMRO Inc., JP Morgan and
UniCredit are serving as co-managers.

   Copies of the prospectus can be obtained from Citigroup Global
Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn NY 11220 (Tel: +1-877-858-5407), Credit Suisse Securities
(USA) LLC, Prospectus Department, One Madison Avenue, New York, NY
10010 (Tel: +1-800-221-1037) or Deutsche Bank Securities Inc.,
Prospectus Department, 100 Plaza One, Second Floor, Jersey City, NJ
07311 (Tel: +1-800-503-4611). It may be also accessed through our
website at www.qimonda.com or directly through the U.S. Securities and
Exchange Commission at www.sec.gov.

   About Qimonda

   Qimonda AG (NYSE: QI) is a leading global memory supplier with a
broad diversified DRAM product portfolio. The company generated net
sales of Euro 3.61 billion in its 2007 financial year and has
approximately 13,500 employees worldwide. Qimonda has access to five
300mm manufacturing sites on three continents and operates six major
R&D facilities. The company provides DRAM products for a wide variety
of applications, including in the computing, infrastructure, graphics,
mobile and consumer areas, using its power saving technologies and
designs. Further information is available at www.qimonda.com.

   Disclaimer:

   This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.

   Certain statements in this press information, and other written or
oral statements made by or on behalf of Qimonda AG, are
"forward-looking statements" within the meaning of the U.S. federal
securities laws. All statements, other than statements of historical
facts, including statements regarding Qimonda's future results of
operations and financial position, Qimonda's business strategy and
plans, and Qimonda's objectives for future operations, are
forward-looking statements within the meaning of these laws. In some
cases, you can identify forward-looking statements by terminology such
as "may", "will", "should", "expects", "intends", "plans",
"anticipates", "believes", "thinks", "estimates", "seeks", "predicts",
"potential", and similar expressions. Although Qimonda believes that
these statements are based on reasonable assumptions, they are subject
to numerous factors, risks and uncertainties that could cause actual
outcomes and results to be materially different from those projected.
These factors, risks and uncertainties include those listed under
"Risk Factors" and elsewhere in the prospectus filed with the U.S.
Securities and Exchange Commission on September 10, 2007, including
those documents incorporated therein by reference, as part of the
registration statement on Form F-3 and the prospectus supplement,
subject to completion, dated February 5, 2008, as filed with the SEC.
Those factors, among others, could cause Qimonda's actual results and
performance to differ materially from the results and performance
projected in, or implied by, the forward-looking statements. As you
read and consider the prospectus, you should carefully understand that
the forward-looking statements are not guarantees of performance or
results. These factors expressly qualify all subsequent oral and
written forward-looking statements attributable to Qimonda or persons
acting on Qimonda's behalf. New risks and uncertainties arise from
time to time, and Qimonda cannot predict those events or how they may
affect us. Except for any ongoing obligations to disclose material
information as required by the federal securities laws, Qimonda does
not have any intention or obligation to update
forward-looking-statements after the date of this press information.

For the Business and Trade Press
Worldwide Headquarters
Michael Kraft, +49 89 60088 1400
michael.kraft@qimonda.com
OR
U.S.A.
Donna Wilson, +1 408 501 7188
donna.wilson@qimonda.com
OR
Asia
Isabel Chen, +886 2 8170 8177
isabel.chen@qimonda.com
OR
Japan
Kenichi Sugiyama, +81 3 5745 7495
kenichi.sugiyama@qimonda.com
OR
Investor Relations Worldwide
Steve Harrison, +1 919 677 6904
steve.harrison@qimonda.com
OR
Investor Relations Europe & Asia
Andreas Schaller, +49 89 60088 1200
andreas.schaller@qimonda.com

Copyright Business Wire 2008

 

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