ANADIGICS Announces That a Competing Bidder Has Made an Unsolicited Further Amended Offer to Acquire the Company at a Price o...
25 Gennaio 2016 - 2:00PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that on January 21, 2016 one of the entities previously
designated by the Company's Board of Directors as an Excluded Party
under the now-terminated November 11, 2015 agreement and plan of
merger between the Company and affiliates of GaAs Labs, LLC ("Party
B") has delivered to the Company an unsolicited offer letter and
further amended proposed merger agreement, dated January 21, 2016,
that amends Party B's acquisition proposal that was announced by
the Company on January 19, 2016 (the "January 21, 2016 Party B
Proposed Merger Agreement"). The January 21, 2016 Party B
Proposed Merger Agreement offers, subject to the terms thereof, to
acquire all of the outstanding shares of ANADIGICS common stock on
a fully diluted basis for $0.76 per share net in cash, pursuant to
an all-cash tender offer and second-step merger. By its
terms, the offer contained in the January 21, 2016 Party B Proposed
Merger Agreement expires on January 29, 2016.
Although the January 21, 2016 Party B Proposed Merger Agreement
does not presently contain all of the material provisions that the
Company's Board of Directors believes are necessary to protect the
Company and its stockholders, as discussed in the Company's January
19, 2016 announcement, the Board of Directors, after consultation
with its financial and legal advisors, has determined in good faith
that the January 21, 2016 Party B Proposed Merger Agreement
constitutes an "Acquisition Proposal" that could reasonably be
expected to lead to a "Superior Offer," as those terms are defined
in the previously announced January 15, 2016 agreement and plan of
merger pursuant to which an affiliate of 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 Company's Board of
Directors has directed its financial and legal advisors, along with
the Company's management, to negotiate with Party B in an attempt
to resolve the outstanding issues. There can be no assurance
that those issues will be resolved to the satisfaction of the
Company's Board of Directors and thus no assurance that the January
21, 2016 Party B Proposed Merger Agreement will in fact lead
ultimately to a Superior Offer.
In accordance with the terms of the II-VI Merger Agreement, the
Company has notified II-VI of the January 21, 2016 Party B Proposed
Merger Agreement and the determination by the Company's Board of
Directors that said Acquisition Proposal could reasonably be
expected to lead to a "Superior Offer," as that term is defined in
the II-VI Merger Agreement.
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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