ANADIGICS Announces That a Competing Bidder Has Made a Superior Offer to Acquire the Company at $0.62 Per Share, Surpassing G...
06 Gennaio 2016 - 2:45PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that on January 4, 2016 affiliates of GaAs Labs,
LLC ("GaAs Labs") delivered to the Company a proposed further
amendment to the previously announced November 11, 2015 agreement
and plan of merger pursuant to which GaAs Labs offered to acquire
all of the outstanding shares of ANADIGICS common stock on a fully
diluted basis for $0.35 per share net in cash, pursuant to an
all-cash tender offer and second-step merger (the "GaAs Labs Merger
Agreement"). The proposed amendment, among other things,
increases the per-share offer price to $0.58 (the "January 4, 2016
Proposed Amended GaAs Labs Merger Agreement"). The $0.58
per-share offer price set forth in the January 4, 2016 Proposed
Amended GaAs Labs Merger Agreement matched the $0.58 per-share
price offered by a competing bidder ("Party A") whose December 29,
2015 offer the Company announced on December 30, 2015 had been
designated by its Board of Directors as a "Superior Offer," as that
term is defined in the GaAs Labs Merger Agreement.
Subsequently, on January 5, 2016, Party A delivered to the
Company a further amended proposed merger agreement that, subject
to the terms thereof, offers to acquire all of the outstanding
shares of ANADIGICS common stock on a fully diluted basis for an
increased per-share price of $0.62 net in cash, pursuant to an
all-cash tender offer and second-step merger (the "Party A's
January 5, 2016 Proposed Amended Merger Agreement").
Also on January 5, 2016, an Excluded Party (“Party B”) that had
delivered to the Company a proposed merger agreement pursuant to
which it offered, subject to the terms thereof, to acquire all of
the outstanding shares of ANADIGICS common stock on a fully diluted
basis for $0.68 per share net in cash, pursuant to an all-cash
tender offer and second-step merger, as announced by the Company on
December 31, 2015, delivered to the Company a further amended
proposed merger agreement that leaves the $0.68 per-share offer
price unchanged and modifies certain, but not all, of the material
terms and conditions thereof to which the Company had sought
changes (the "Party B's January 5, 2016 Proposed Amended Merger
Agreement"). While the Company continues to negotiate with
Party B to resolve the open issues in Party B's January 5, 2016
Proposed Merger Agreement, there can be no assurance that those
issues will be resolved to the satisfaction of the Company's Board
of Directors.
After consulting with its financial and legal advisors
concerning the January 4, 2016 Proposed Amended GaAs Labs Merger
Agreement, Party A's January 5, 2016 Proposed Amended Merger
Agreement and Party B's January 5, 2016 Proposed Amended Merger
Agreement, the Company's Board of Directors has unanimously
determined that, at this time, Party A's January 5, 2016 Proposed
Amended Merger Agreement constitutes a Superior Offer.
In accordance with the terms of the GaAs Labs Merger Agreement,
ANADIGICS has notified GaAs Labs of Party A's January 5, 2016
Proposed Amended Merger Agreement and the determination of the
Company's Board of Directors that said Proposed Merger Agreement
constitutes a Superior Offer under the GaAs Labs Merger
Agreement. As provided in the GaAs Labs Merger Agreement,
GaAs Labs has two (2) business days in which to deliver to the
Company an acquisition proposal that would cause Party A's January
5, 2016 Proposed Amended Merger Agreement to no longer constitute a
Superior Offer.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of the Company’s common stock are being
made pursuant only pursuant to the tender offer statement on
Schedule TO that Aloha Holding Company, Inc. (“Aloha”) and Aloha
Acquisition Sub, Inc., a wholly owned subsidiary of Aloha, filed
with the SEC on November 24, 2015, as amended to date. The
Company also filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer on November 24,
2015, as amended to date. The tender offer statement
(including an offer to purchase, a related letter of transmittal
and other offer documents) and the solicitation/recommendation
statement contain important information that should be read
carefully and considered before any decision is made with respect
to the tender offer. These materials are available at no charge
from the SEC through its website at www.sec.gov.
About ANADIGICS, Inc.
ANADIGICS, Inc. (NASDAQ:ANAD) (“ANADIGICS” or the “Company”)
designs and manufactures innovative radio frequency (RF) solutions
for the growing CATV infrastructure, small-cell, WiFi, and cellular
markets. Headquartered in Warren, NJ, ANADIGICS offers RF products
with exceptional reliability, performance and integration to
deliver a unique competitive advantage to OEMs and ODMs for
infrastructure and mobile applications. The Company’s award-winning
solutions include line amplifiers, upstream amplifiers, power
amplifiers, front-end ICs, front-end modules and other RF
components. For more information, visit www.anadigics.com
Safe Harbor Statement
Except for historical information contained herein, this press
release contains projections and other forward-looking statements
(as that term is defined in the Securities Exchange Act of 1934, as
amended). These projections and forward-looking statements reflect
the Company's current views with respect to future events and
financial performance and can generally be identified as such
because the context of the statement will include words such as
"believe", "anticipate", "expect", "goal," "objective," "plan" or
words of similar import. Similarly, statements that describe our
future plans, objectives, estimates or goals are forward-looking
statements. No assurances can be given, however, that these events
will occur or that these projections will be achieved and actual
results and developments could differ materially from those
projected as a result of certain factors. You are cautioned that
any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, as well as
assumptions that if they materialize or prove incorrect, could
cause results to differ materially from those expressed or implied
by such forward-looking statements. Further, all statements, other
than statements of historical fact, are statements that could be
deemed forward-looking statements. We assume no obligation
and do not intend to update these forward-looking statements,
except as may be required by law. Important factors that could
cause actual results and developments to be materially different
from those expressed or implied by such projections and
forward-looking statements include those factors detailed from time
to time in our reports filed with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for
the year ended December 31, 2014, and those discussed elsewhere
herein.
Investor Relations
Terrence Gallagher
Executive Vice President and CFO
ANADIGICS, Inc.
141 Mt. Bethel Road
Warren, NJ 07059
Tel: +1 908 668-5000
E-mail: tgallagher@anadigics.com
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