ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that affiliates of GaAs Labs, LLC ("GaAs Labs")
delivered to the Company, on January 7, 2016, two proposed further
amendments 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 first proposed amendment, among other
things, if approved by the Company’s Board of Directors, would have
amended the GaAs Labs Merger Agreement to increase the Termination
Fee (as defined in the GaAs Labs Merger Agreement). If the
first proposed amendment were approved by the Company’s Board of
Directors, GaAs Labs proposed a second amendment to increase the
per-share offer price to $0.62 net in cash (the "January 7, 2016
Conditional Proposed Amended GaAs Labs Merger Agreement").
As announced by the Company on January 6, 2016, an “Excluded
Party,” as such term is defined in the GaAs Labs Merger Agreement
(“Party A”) had submitted an offer, dated January 5, 2016 which
increased Party A’s offer price to $0.62 per share net in cash and
had been designated by the Company’s Board of Directors as a
“Superior Offer,” as that term is defined in the GaAs Labs Merger
Agreement. On January 11, 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 $0.66 net in cash, pursuant to an
all-cash tender offer and second-step merger ("Party A's January
11, 2016 Proposed Amended Merger Agreement").
On January 8, 2016, another Excluded Party ("Party B"), whose
January 5, 2016 proposed merger agreement was referenced in the
Company's January 6, 2016 announcement, delivered to the Company
two alternative further revised proposed merger agreements pursuant
to which Party B offered, subject to the varying terms thereof, to
acquire all of the outstanding shares of ANADIGICS common stock on
a fully diluted basis for either $0.68 per-share net in cash or
$0.70 per-share net in cash, respectively, pursuant to an all-cash
tender offer and second-step merger ("Party B's January 8, 2016
Proposed Amended Merger Agreement"). However, Party B's
January 8, 2016 Proposed Amended Merger Agreement fails to include
certain material terms and conditions requested by the Company for
the protection of the Company and its stockholders.
While the Company continues to negotiate with Party B
concerning certain material terms and conditions that the Company
has requested be included in Party B's January 8, 2016 Proposed
Merger Agreement, there can be no assurance that the Company and
Party B will reach agreement on those terms and conditions or, if
they do, that any further amended proposed merger agreement that
Party B may deliver to the Company will be deemed acceptable to the
Company's Board of Directors.
After consulting with its financial and legal advisors
concerning the January 7, 2016 Conditional Proposed Amended GaAs
Labs Merger Agreement, Party A's January 11, 2016 Proposed Amended
Merger Agreement and Party B's January 8, 2016 Proposed Amended
Merger Agreement, the Company's Board of Directors has unanimously
determined that Party A's January 11, 2016 Proposed Amended Merger
Agreement, offering a per-share price of $0.66 net in cash,
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 11, 2016 Proposed Amended Merger Agreement and the
determination of the Company's Board of Directors that Party B's
January 11, 2016 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 11, 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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