II-VI Incorporated Amends Merger Agreement With ANADIGICS, Inc. (Nasdaq: ANAD); Increases Offer Price and Extends Tender Off...
10 Marzo 2016 - 1:46AM
II-VI Incorporated (Nasdaq:IIVI), a leader in engineered materials
and optoelectronic components, announced today that its
wholly-owned acquisition subsidiary has increased its offer price
to all ANADIGICS shareholders to $0.85 per share in cash.
This $0.85 per share offer for all outstanding shares of ANADIGICS,
Inc. (Nasdaq:ANAD) ("Anadigics") is also being extended. The
offer was previously scheduled to expire at 11:59 P.M. (New York
City time) on March 1, 2016 and has been extended until 11:59 P.M.
(New York City time) on March 11, 2016, unless further extended.
On February 26, 2016, the foregoing offer was
accepted by Anadigics. Thus, II-VI, II-VI’s acquisition subsidiary
Regulus Acquisition Sub, Inc. (Regulus) and Anadigics entered into
an amended agreement (the “Second Amendment”) to the Agreement and
Plan of Merger (the “Agreement”), dated January 15, 2016 and
amended on February 1, 2016, among II-VI, Purchaser and
Anadigics. In accordance with the provisions of the
Agreement, Regulus has commenced a tender offer to purchase all the
issued and outstanding shares of common stock of Anadigics.
Following completion of the tender offer, Anadigics would merge
into Regulus (the “Merger”). The Second Amendment increased
the per share price offered to holders of Anadigics common from
$0.66 to $0.85, net to the seller in cash, without interest, less
any applicable withholding taxes. Under the Second Amendment,
II-VI, Purchaser and Anadigics have agreed to extend the End Date
under the Merger Agreement from April 14, 2016 to May 26,
2016. The parties have also agreed to increase the
Termination Fee payable to II-VI under the Merger Agreement from
$1.2 million to the sum of $1.2 million plus II-VI’s expenses
incurred in connection with the transaction (up to an aggregate
maximum of $1.4 million of expenses). If the Agreement is
terminated, II-VI would also be entitled to receive the $1.2
million termination fee it paid to GaAs Labs on Anadigics’s behalf
under Anadigics’s merger agreement with GaAs Labs, except if the
Agreement is terminated based on a breach by II-VI or the failure
to obtain a regulatory approval related to the transaction.
II-VI has made available to Anadigics a line of
credit in the maximum amount of $10.0 million via a loan agreement,
dated February 26, 2016, between II-VI and Anadigics. The
initial advance under the Loan Agreement will be in the amount of
$3.5 million and is expected to be made on or about February 29,
2016. The next advance of $1.5 million cannot be made in less
than 45 days. Each subsequent advance may be up to $1.5
million, drawn not less than 30 days following the date of the
prior advance.
Computershare Trust Company, N.A., the
depositary for the tender offer, has advised Purchaser that, as of
5:00 p.m., New York City time, on February 26, 2015, 188,521 shares
of common stock of Anadigics were tendered pursuant to the tender
offer, which represented approximately 0.21% of the outstanding
shares of common stock of Anadigics. Stockholders who have already
tendered their shares of common stock of Anadigics do not have to
re-tender their shares or take any other action as a result of the
extension of the Tender Offer.
Georgeson Inc. is the Information Agent for the Tender Offer and
any questions or requests for the Offer to Purchase and related
materials with respect to the Tender Offer may be directed to them,
toll-free at (866) 413-5899.
About II-VI IncorporatedII-VI
Incorporated, a global leader in engineered materials and
opto-electronic components, is a vertically integrated
manufacturing company that develops innovative products for
diversified applications in the industrial, optical communications,
military, life sciences, semiconductor equipment, and consumer
markets. Headquartered in Saxonburg, Pennsylvania, with research
and development, manufacturing, sales, service, and distribution
facilities worldwide, the Company produces a wide variety of
application-specific photonic and electronic materials and
components, and deploys them in various forms including integrated
with advanced software to enable our customers’ success.
Forward-looking StatementsThis
press release contains forward-looking statements relating to
future events and expectations that are based on certain
assumptions and contingencies. The forward-looking statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and relate to the
Company's performance on a going-forward basis. The forward-looking
statements in this press release involve risks and uncertainties,
which could cause actual results, performance or trends to differ
materially from those expressed in the forward-looking statements
herein or in previous disclosures. The Company believes that all
forward-looking statements made by it in this release have a
reasonable basis, but there can be no assurance that management's
expectations, beliefs or projections as expressed in the
forward-looking statements will actually occur or prove to be
correct. In addition to general industry and global economic
conditions, factors that could cause actual results to differ
materially from those discussed in the forward-looking statements
in this press release include, but are not limited to: (i) the
failure of any one or more of the assumptions stated above to prove
to be correct; (ii) the risks relating to forward-looking
statements and other "Risk Factors" discussed in the Company's
Annual Report on Form 10-K for the fiscal year ended
June 30, 2015; (iii) the purchasing patterns of customers and
end-users; (iv)
the timely release of new products, and
acceptance of such new products by the market; (v) the introduction
of new products by competitors and other competitive responses;
(vi) the Company's ability to assimilate recently acquired
businesses, and risks, costs and uncertainties associated with such
acquisitions; and/or (vii) the Company's ability to devise and
execute strategies to respond to market conditions. The Company
disclaims any obligation to update information contained in these
forward-looking statements whether as a result of new information,
future events or developments, or otherwise.
CONTACT:
II-VI Incorporated
Mary Jane Raymond, Chief Financial Officer
(724) 352-4455
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