Confidential materials omitted and filed separately with the Securities and Exchanges Commission* ASSET PURCHASE AGREEMENT by and between INFINEON TECHNOLOGIES AG as Seller and WIRELINE HOLDING S.À R.L. as Buyer dated as of 7 July, 2009 Infineon...Asset Purchase Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of July 7, 2009 by and between INFINEON TECHNOLOGIES AG, a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, with principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany, registered with the commercial register (Handelsregister) of the lower court (Amtsgericht) of Munich under HRB 126492 (“Seller”), and Wireline Holding S.à r.l., a company incorporated as a société à responsabilité limitée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-1030 Luxembourg, Grand Duchy of Luxembourg and whose registration with the Luxembourg Trade and Companies’ register under Section B is pending (“Buyer”).
Dated July 16, 2009 INFINEON TECHNOLOGIES AG and CREDIT SUISSE SECURITIES (EUROPE) LIMITED and DEUTSCHE BANK AG and MERRILL LYNCH INTERNATIONAL and CITIGROUP GLOBAL MARKETS LIMITED CONTRIBUTION AGREEMENT LinklatersContribution Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices • New York
RIGHTS AGENT AGREEMENTRights Agent Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices • New York
RIGHTS AGENT AGREEMENT, dated as of July 16, 2009, between Infineon Technologies AG, a public limited company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), and Deutsche Bank Trust Company Americas (the “Depositary”), a New York banking corporation organized and existing under the laws of the State of New York and an indirect, wholly owned subsidiary of Deutsche Bank AG.
Dated 16 July 2009 INFINEON TECHNOLOGIES AG and CREDIT SUISSE SECURITIES (EUROPE) LIMITED and DEUTSCHE BANK AG and MERRILL LYNCH INTERNATIONAL and CITIGROUP GLOBAL MARKETS LIMITED UNDERWRITING AGREEMENT LinklatersUnderwriting Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
PROJECT SOFTSHELL INVESTMENT AGREEMENT regarding a participation in Infineon Technologies AGInvestment Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
means of a share capital increase against cash contribution, including by way of purchasing subscription rights (hereinafter the “Investment”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. - confidential - Amendment 3Amendment to Shareholder Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
Amendment 2 to Shareholder Agreement of Altis Semiconductor (designated in Amendment 2 “Altis”) between Infineon Technologies Holding France and Compagnie IBM France (now IBM XXI (SAS)”) dated as of June 24, 1999 (“Shareholders Agreement”);
