e6vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
November 26, 2008
QIMONDA AG
Gustav-Heinemann-Ring 212
D-81739 Munich
Federal Republic of Germany
Tel: +49-89-60088-0
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .
This Report on Form 6-K is incorporated by reference into the registration statement on Form F-3,
File No. 333-145983.
This Report on Form 6-K contains a press release of Qimonda AG, dated November 26, 2008 announcing
the completion of the sale of Qimondas stake in Inotera Memories Inc. which is hereby incorporated
by reference into our Registration Statement on Form F-3, Registration No. 333-145983.
News Release Presseinformation
Qimonda Announces Closing of Sale of Inotera Stake Second Tranche of US$200 Million in Cash
Received
Munich, Germany November 26, 2008 Qimonda AG (NYSE: QI) announced today the completion of the
sale of its Inotera stake to Micron and the receipt of the second tranche of US$200 million in
cash. In October 2008 the two companies signed an agreement whereby Micron agreed to purchase
Qimondas shares in Inotera for US$400 million in cash (approximately Euro 296 million) in two
instalments. Qimonda received the first tranche of US$200 million for half of its holding in
October. The requisite governmental approvals and other customary closing conditions have been
fulfilled for the complete sale transaction. Qimonda recorded a one time, non-cash effective book
loss of approximately Euro 300 million in the fourth quarter of its 2008 financial year in
connection with this transaction.
According to the agreement, Qimondas purchase of Inoteras output capacity is to be ramped down
over an eight months period following the closing. In addition, with the completion of the sale
transaction, the development agreement between Qimonda and Nanya regarding the 58nm trench
technology has been terminated. Qimonda is currently converting from its 75nm technology directly
to its proprietary 65nm Buried Wordline technology and plans to introduce a next generation 46nm
Buried Wordline technology mid calendar year 2009.
The sale of our stake in Inotera is an important component of our restructuring program, providing
us with a cash influx to support our restructuring and productivity improvement measures, said Kin
Wah Loh, Chief Executive Officer of Qimonda AG. In
For the Business and Trade Press
|
|
|
|
|
|
|
Public Relations |
|
Name |
|
Phone |
|
E-mail |
Worldwide Headquarters
|
|
Ralph Heinrich
|
|
+49 89 60088 1300
|
|
ralph.heinrich@qimonda.com |
U.S.A.
|
|
Glen Haley
|
|
+1 919 677 4554
|
|
glen.haley@qimonda.com |
Asia
|
|
Isabel Chen
|
|
+886 2 8170 8177
|
|
isabel.chen@qimonda.com |
Investor Relations Worldwide
|
|
Andreas Schaller
|
|
+49 89 60088 1200
|
|
andreas.schaller@qimonda.com |
Page 2 of 3 November 26, 2008
addition, the ramp down of Inotera reduces exposure to the PC market and related cash burn.
In October, Qimonda announced a global restructuring and cost reduction program to reposition the
company by concentrating on core strengths in Buried Wordline technology as well as infrastructure
and graphics products. Qimonda plans to ramp down manufacturing at its 200mm facility in Richmond,
USA, by January 2009 and its backend component and module manufacturing in Dresden, Germany, by end
of March 2009. In addition, the company will consolidate its product R&D in Munich and Xian, close
its design activities in Raleigh, USA, by January 2009 and reduce administrative resources and
costs to reflect the focused product portfolio and reduced production capacities.
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 financial year 2007 and had
approximately 13,500 employees worldwide prior to its recent
announcement of a repositioning of its business. The company provides DRAM products with a focus on
infrastructure and graphics applications, using its power saving technologies and designs. Further
information is available at www.qimonda.com.
Disclaimer
This press release contains forward-looking statements based on assumptions and forecasts made by
Qimonda management and third parties. Statements that are not historical facts, including
statements about our beliefs and expectations, are forward-looking statements. These statements are
based on current plans, estimates and projections, and speak only as of the date they are made. We
undertake no obligation to update any of them in light of new information or future events. These
forward-looking statements involve inherent risks and are subject to a number of uncertainties,
including trends in demand and prices for semiconductors generally and for our products in
particular, the success of our development efforts, both alone and with our partners, the success
of our efforts to introduce new production processes at our facilities and the actions of our
competitors, the availability of funds for planned investments and repositioning efforts and the
outcome of antitrust investigations and litigation matters, as well as other
For the Business and Trade Press
|
|
|
|
|
|
|
Public Relations |
|
Name |
|
Phone |
|
E-mail |
Worldwide Headquarters
|
|
Ralph Heinrich
|
|
+49 89 60088 1300
|
|
ralph.heinrich@qimonda.com |
U.S.A.
|
|
Glen Haley
|
|
+1 919 677 4554
|
|
glen.haley@qimonda.com |
Asia
|
|
Isabel Chen
|
|
+886 2 8170 8177
|
|
isabel.chen@qimonda.com |
Investor Relations Worldwide
|
|
Andreas Schaller
|
|
+49 89 60088 1200
|
|
andreas.schaller@qimonda.com |
Page 3 of 3 November 26, 2008
factors. We caution
you that these and a number of other known and unknown risks, uncertainties and other factors could
cause actual future results, or outcomes to differ materially from those expressed in any
forward-looking statement. These factors include those identified under the heading Risk Factors
in our most recent Annual Report on Form 20-F which is available without charge on our website and
at www.sec.gov.
For the Business and Trade Press
|
|
|
|
|
|
|
Public Relations |
|
Name |
|
Phone |
|
E-mail |
Worldwide Headquarters
|
|
Ralph Heinrich
|
|
+49 89 60088 1300
|
|
ralph.heinrich@qimonda.com |
U.S.A.
|
|
Glen Haley
|
|
+1 919 677 4554
|
|
glen.haley@qimonda.com |
Asia
|
|
Isabel Chen
|
|
+886 2 8170 8177
|
|
isabel.chen@qimonda.com |
Investor Relations Worldwide
|
|
Andreas Schaller
|
|
+49 89 60088 1200
|
|
andreas.schaller@qimonda.com |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
QIMONDA AG
|
|
Date: November 26, 2008 |
By: |
/s/ Kin Wah Loh
|
|
|
|
Kin Wah Loh |
|
|
|
Chief Executive Officer and
Chairman of the Management Board |
|
|
|
|
|
|
By: |
/s/ Thomas J. Seifert
|
|
|
|
Thomas J. Seifert |
|
|
|
Chief Operating Officer,
Chief Financial Officer and
Member of the Management Board |
|
|