ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that, on January 15, 2016, it entered into a definitive
agreement and plan of merger pursuant to which II-VI Incorporated
("II-VI") has offered to acquire all of the outstanding shares of
ANADIGICS common stock on a fully diluted basis for $0.66 per share
net in cash, pursuant to an all-cash tender offer and second-step
merger (the "II-VI Merger Agreement"). The offer price in the
II-VI Merger Agreement constitutes an increase of $0.31 per share
over the November 11, 2015 agreement and plan of merger pursuant to
which affiliates of GaAs Labs, LLC 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"). On January 12, 2016, the Company announced that
the $0.66 per-share offer from II-VI (an "Excluded Party," as
defined in the GaAs Labs Merger Agreement, and referred to in the
Company's January 12, 2016 announcement as "Party A") had been
determined by the Company's Board of Directors to constitute a
"Superior Offer," as that term is defined in the GaAs Labs Merger
Agreement.
After the Company announced on January 12, 2016 that the $0.66
per-share offer from II-VI (referred to therein as "Party A") had
been determined by the Company's Board of Directors to constitute a
"Superior Offer," as that term is defined in the GaAs Labs Merger
Agreement, GaAs Labs declined to submit to the Company a further
amended acquisition proposal.
On January 14, 2016, another Excluded Party ("Party B"), whose
proposed merger agreements were referenced in certain of the
Company's previous announcements, delivered to the Company a
further revised proposed merger agreement pursuant to which it
offered, subject to the terms thereof, to acquire all of the
outstanding shares of the Company's common stock on a fully diluted
basis for $0.75 per-share net in cash pursuant to an all-cash
tender offer and second-step merger ("Party B's January 14, 2016
Proposed Amended Merger Agreement"). However, despite the
increased per-share offer price, Party B's January 14, 2016
Proposed Amended Merger Agreement, in the business judgment of the
Company's Board of Directors, fails to incorporate certain key
terms and conditions demanded by the Board of Directors for the
protection of the Company and its stockholders. Because Party
B is a Chinese company, the closing of Party B's proposed
acquisition of the Company would potentially be subject to delay
caused by, among other things, the review and clearance process to
be undertaken by the Committee on Foreign Investment in the United
States ("CFIUS"). Based upon its consultation with the
Company's management and its legal advisors, the Company's Board of
Directors estimates that it could take 100 days or so from the date
of the Company's execution of a merger agreement with Party B for
the parties to confer with CFIUS, to assemble and prepare the
materials required to make the CFIUS filing, to make the actual
CFIUS filing and for CFIUS to complete what could then be a 75-day
review period. To protect the Company's business and
financial condition in the event the closing of the proposed
transaction with Party B were in fact delayed as a result of the
time-consuming CFIUS review process, the Company's Board of
Directors demanded, among other things, that Party B (a) agree to
pay to the Company on the terms proposed by the Company a cash
reverse termination fee in the event that the proposed transaction
does not close in a timely manner or at all and (b) provide a loan,
as needed, to the Company on terms acceptable to the Company and
its bank, in the event that the proposed transaction does not close
in a timely manner or at all.
In the business judgment of the Company's Board of Directors, in
light of the Company's current business and financial condition,
including the challenges to the Company's business and financial
condition caused by the uncertainty surrounding the bidding process
in which the Company has been engaged since November 2015, Party
B's January 14, 2016 Proposed Amended Merger Agreement does not
provide the Company and its stockholders with adequate protection
against the potentially irreparable harm to the Company's business
and financial condition that could result in the event that the
proposed transaction with Party B does not close in a timely manner
or at all. The Company's Board of Directors considered, among
other things, that, if Party B were unable to consummate the
proposed merger transaction with the Company in a timely manner or
at all as a result of the CFIUS review process or otherwise, the
Company could, by that time, have suffered irreparable declines in
its financial and business condition and lost the opportunity to
obtain $0.66 per-share for the Company's stockholders through the
II-VI Merger Agreement, which, if not accepted by the Company, was
to expire, by its terms, on January 15, 2016.
The Company's Board of Directors therefore weighed the
comparative likelihood of completing the proposed transactions with
II-VI and Party B, respectively, in assessing the overall value to
the Company's stockholders of said transactions. Based upon
its consultation with its financial and legal advisors, as well as
upon discussions that its financial advisors and management have
had with II-VI, the Company's Board of Directors believes that,
subject to the satisfaction of the terms of the proposed II-VI
tender offer for the Company's shares, II-VI may be able to close
its proposed merger transaction with the Company in approximately
45 to 60 days.
The Company's Board of Directors also considered the fact that
the Company's execution of the II-VI Merger Agreement does not
preclude Party B (or any other bidder), prior to the closing of the
Company's proposed merger with II-VI, from submitting, or the
Company's Board of Directors from considering, a further amended
offer to acquire the Company.
Accordingly, the Company's Board of Directors, in consultation
with its financial and legal advisors, unanimously determined in
the good-faith exercise of its business judgment that, because
there remain significant regulatory and other risks that render
uncertain Party B's ability to close a merger transaction with the
Company in a timely manner or at all, and because Party B's January
14, 2016 Proposed Amended Merger Agreement does not adequately
protect the Company and its stockholders against the potentially
irreparable harm to the Company's financial and business condition
that could result from such a delay or failure to close, it would
not be in the best interests of the Company and its stockholders
for the Company to enter into Party B's January 14, 2016 Proposed
Amended Merger Agreement.
Instead, after consulting with its financial and legal advisors
concerning the respective amended acquisition proposals that have
been delivered to the Company by GaAs Labs, II-VI and Party B since
November 2015, the Company's Board of Directors has unanimously
determined in the good-faith exercise of its business judgment that
the Company's execution of the II-VI Merger Agreement on January
15, 2016, the date on which the offer set forth therein was to
expire if not accepted by the Company, is in the best interests of
the Company and its stockholders.
In accordance with the terms of the GaAs Labs Merger Agreement,
ANADIGICS notified GaAs Labs on January 15, 2016 of the Company's
execution of the II-VI Merger Agreement and intention to terminate
the GaAs Labs Merger Agreement. Also on January 15, 2016, in
accordance with the terms of the II-VI Merger Agreement, the
termination fee that was owed by the Company to GaAs Labs under the
GaAs Labs Merger Agreement was paid to GaAs Labs by II-VI.
Notice to Investors
The tender offer for the outstanding shares of common stock of
ANADIGICS described in this communication has not yet commenced.
This communication is for informational purposes only and is not an
offer to purchase any shares of ANADIGICS or a solicitation of an
offer to sell securities. At the time the tender offer is
commenced, II-VI will file a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, with the Securities and Exchange Commission ("SEC") and
ANADIGICS will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. The tender offer statement (including
an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. Such
materials will be made available to ANADIGICS stockholders at no
expense to them. In addition, such materials (and all other offer
documents filed with the SEC) will be available at no charge on the
SEC’s 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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