II-VI Incorporated Successfully Completes Tender Offer for Shares of ANADIGICS, Inc.
14 Marzo 2016 - 1:15PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”), a
world leader in radio frequency (RF) solutions, today announced the
successful completion of the tender offer by a wholly-owned
acquisition subsidiary of II-VI Incorporated (Nasdaq:IIVI) for all
outstanding shares of common stock of ANADIGICS for $0.85 per share
in cash (the “Offer”).
The Offer and withdrawal rights expired at 11:59 P.M. (New York
City time) on March 11, 2016. Computershare Trust Company,
N.A., the depositary for the tender offer, has indicated
preliminarily that approximately 47,782,407 shares were validly
tendered in the Offer and not validly withdrawn (not including
approximately 4,218,728 shares delivered through notices of
guaranteed delivery), representing approximately 52.92% of the
outstanding common stock of ANADIGICS.
II-VI’s wholly owned subsidiary, Regulus Acquisition Sub, Inc.
(“Regulus”), will accept for payment in accordance with the terms
of the Offer all shares that were validly tendered and not validly
withdrawn prior to the expiration of the Offer (including all
shares delivered through notices of guaranteed delivery), and
payment for such shares will be made promptly, in accordance with
the terms of the Offer.
II-VI and Regulus expect to effect a merger of Regulus with and
into ANADIGICS without a vote or meeting of ANADIGICS shareholders
promptly following acceptance of and payment for the tendered
shares. The merger is expected to be completed on or about
March 14, 2016. In the merger, each outstanding share of
ANADIGICS common stock not tendered and purchased in the Offer
(other than those as to which holders properly exercise dissenters
rights, if any) will be converted into the right to receive the
same $0.85 per share price, without interest and less any
applicable withholding taxes, that was paid in the tender
offer. As a result of the merger, ANADIGICS will become a
wholly owned subsidiary of II-VI. Following the merger,
ANADIGICS’s common stock will be delisted and cease to be traded on
Nasdaq.
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, the Company
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, 2015, and those discussed elsewhere
herein.
Investor Relations Contact
Terrence Gallagher
Executive Vice President and CFO
ANADIGICS, Inc.
908-668-5000, Ext. 6472
tgallagher@anadigics.com
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