ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that it received from II-VI Incorporated (“II-VI”) on
February 20, 2016 a further revised set of proposed amendments and
agreements (the “February 20, 2016 II-VI Proposed Amendment”) to
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"). While the February 20, 2016 II-VI Proposed
Amendment contains changes to certain of the terms set forth in the
proposed amendments and agreements delivered by II-VI to the
Company on February 18, 2016, it maintains the proposed per-share
offer price of $0.73.
Subsequently on February 20, 2016, the competing bidder ("Party
B") whose February 16, 2016 acquisition proposal the Company
announced on February 17, 2016 had been determined by the Company's
Board of Directors to be a "Superior Offer," as defined in the
II-VI Merger Agreement, delivered to the Company an amendment to
its February 17, 2016 acquisition proposal that increases Party B's
per-share offer price from $0.78 to $0.81 (the "February 20, 2016
Party B Proposed Merger Agreement"). After consultation with
its financial and legal advisors, the Company's Board of Directors
has unanimously determined in good faith that the February 20, 2016
Party B Proposed Merger Agreement is an Acquisition Proposal that
constitutes a Superior Offer, as those terms are defined in 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 20, 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 two (2) business
days (until the close of business on February 23, 2016) by which to
deliver to the Company an acquisition proposal that it believes
would cause the February 20, 2016 Party B Proposed Merger Agreement
to no longer constitute a Superior Offer.
In light of the negative effects on the Company's business and
financial condition, including its cash-flow, that the prolonged
auction process in which the Company has been engaged since
November 2015 (the "Auction Process") has had, the Company's Board
of Directors has determined that the Auction Process must soon come
to an end. The Board of Directors, after consultation with
its financial and legal advisors, as well as the Company's
management, has determined that, if the Auction Process is
permitted to continue beyond February 2016 and the Company is
therefore unable by March 1, 2016 or thereabout to execute a
definitive merger agreement or amended merger agreement (along with
the loan and other agreements ancillary thereto) with II-VI or
Party B, the Company's business and financial condition, including
its cash position, could be irreparably harmed, potentially
rendering the Company unable to enter into any merger transaction
and thereby denying the Company's stockholders the value of said
transaction. Accordingly, in furtherance of its continuing
efforts to obtain the highest per-share merger offer price for the
Company's stockholders, while protecting the stockholders against
the irreparable harm to the Company's business/financial condition
(including cash-flow condition) and inability to consummate a
merger transaction that could result if the Company were forced to
further delay its execution of a definitive merger agreement or
amended merger agreement (and the agreements ancillary thereto),
the Company's Board of Directors has determined that the Auction
Process will proceed as follows, subject to the terms of the II-VI
Merger Agreement:
(a) If II-VI does not deliver to the Company by the close of
business on February 23, 2016, in accordance with the
two-business-day period provided by the II-VI Merger Agreement, a
further proposed amendment to the II-VI Merger Agreement that, in
the good-faith determination of the Board of Directors after
consultation with its financial and legal advisors, causes the
February 20, 2016 Party B Proposed Merger Agreement to no longer
constitute a Superior Offer, as defined in the II-VI Merger
Agreement, the Board of Directors will direct the Company to enter
into the February 20, 2016 Party B Proposed Merger Agreement, along
with all ancillary agreements, as promptly as practicable after
February 23, 2016.
(b) If II-VI does deliver to the Company by the close of
business on February 23, 2016, in accordance with the
two-business-day period provided by the II-VI Merger Agreement, a
further proposed amendment to the II-VI Merger Agreement that, in
the good-faith determination of the Board of Directors after
consultation with its financial and legal advisors, causes the
February 20, 2016 Party B Proposed Merger Agreement to no longer
constitute a Superior Offer, as defined in the II-VI Merger
Agreement, the Company's Board of Directors will direct the Company
to enter into the II-VI Merger Agreement as further amended, along
with all ancillary agreements, as promptly as practicable after
February 23, 2016. In addition, the Company's Board of
Directors will decline to consider a further amendment, if any, to
the February 20, 2016 Party B Proposed Merger Agreement that is
received by the Company after 11:59 p.m. New York City time on
February 24, 2016.
(c) If Party B elects to deliver to the Company by 11:59 p.m. on
February 24, 2016 a further amendment to the February 20, 2016
Party B Proposed Merger Agreement and the Company's Board of
Directors, after consultation with its financial and legal
advisors, determines in good faith that Party B's further amended
Proposed Merger Agreement constitutes a Superior Offer, as defined
in the II-VI Merger Agreement, II-VI shall be accorded a final
two-business-day period, in accordance with the II-VI Merger
Agreement, by which to deliver to the Company a further proposed
amendment to the II-VI Merger Agreement that it believes would
cause Party B's further amended Proposed Merger Agreement to no
longer constitute a Superior Offer. At the end of this
two-business-day period, the Auction Process will terminate and the
Company's Board of Directors will evaluate the final proposals
received as of that date.
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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