ANADIGICS Announces That Its Board of Directors Has Determined That a Competing Bidder's Proposal to Acquire the Company at a...
March 09 2016 - 6:46PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that, on February 24, 2016, the Company received from the
competing bidder referred to as "Party B" a further amendment to
its February 20, 2016 acquisition proposal that increases Party B's
per-share offer price from $0.81 to $0.85 (the "February 24, 2016
Party B Proposed Merger Agreement"). The $0.85 per-share
offer price set forth in the February 24, 2016 Party B Proposed
Merger Agreement is $0.04 higher than the $0.81 per-share offer
price set forth in the further revised set of proposed amendments
and agreements received by the Company from II-VI Incorporated
("II-VI") on February 23, 2016.
After consultation with its financial and legal advisors, the
Company's Board of Directors has unanimously determined in good
faith that the February 24, 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 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 24, 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, and
explained in the Company's February 22, 2016 and February 23, 2016
announcements, II-VI has two (2) business days by which to deliver
to the Company an acquisition proposal that it believes would cause
the February 24, 2016 Party B Proposed Merger Agreement to no
longer constitute a Superior Offer. At the close of this
two-business-day period, the auction process in which the Company
has been engaged since November 2015 will terminate and the
Company's Board of Directors will thereafter 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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