ANADIGICS Announces That Its Board of Directors Has Declared a Competing Bidder's Proposal to Acquire the Company at a Price ...
17 Febbraio 2016 - 10:05PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that, on February 16, 2016, the competing bidder that has
been identified in the Company's prior announcements as "Party B"
delivered to the Company a further set of amendments to its January
21, 2016 unsolicited offer letter and proposed merger agreement and
certain related agreements (collectively, the "February 16, 2016
Party B Proposed Merger Agreement"). Through the February 16,
2016 Party B Proposed Merger Agreement, Party B has offered,
subject to the terms thereof, to acquire all of the outstanding
shares of ANADIGICS common stock on a fully-diluted basis for $0.78
per share net in cash, pursuant to an all-cash one-step
merger. To protect the Company and its stockholders in the
event the closing of the proposed merger transaction with Party B
does not close in a timely manner or at all as a result of the
review process to be conducted by the Committee on Foreign
Investment in the United States, the February 16, 2016 Party B
Proposed Merger Agreement provides, among other things, that, under
certain circumstances identified therein, Party B will make a loan
available to the Company and/or pay to the Company a reverse
termination fee. By its terms, the offer contained in the
February 16, 2016 Party B Proposed Merger Agreement expires on
February 23, 2016.
The Company's Board of Directors, after consultation with its
financial and legal advisors, has unanimously determined in good
faith that the February 16, 2016 Party B Proposed Merger Agreement
is an Acquisition Proposal that constitutes 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 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").
In accordance with the terms of the II-VI Merger Agreement, the
Company has notified II-VI of the February 16, 2016 Party B
Proposed Merger Agreement and the determination by the Company's
Board of Directors that said Acquisition Proposal constitutes a
Superior Offer, as defined in the II-VI Merger Agreement.
As provided in the II-VI Merger Agreement, II-VI has three
(3) business days in which to deliver to the Company an acquisition
proposal that would cause the February 16, 2016 Party B Proposed
Merger Agreement to no longer constitute a Superior Offer.
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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