ANADIGICS Announces That it Has Entered Into an Amended Merger Agreement With II-VI Incorporated at a Per-Share Offer Price o...
10 März 2016 - 1:46AM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that it received from II-VI Incorporated (“II-VI”) on
February 26, 2016 a further revised set of proposed amendments and
agreements (the “February 26, 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"). Among the proposed amended terms set forth in
the February 26, 2016 II-VI Proposed Amendment is the increase from
$0.66 to $0.85 of the per-share offer price set forth in the II-VI
Merger Agreement and the extension of a loan to ANADIGICS, on the
terms set forth in a proposed loan agreement submitted as part of
the February 26, 2016 II-VI Proposed Amendment.
After consultation with its financial and legal advisors, the
Company's Board of Directors has unanimously determined in good
faith that the February 26, 2016 II-VI Proposed Amendment renders
the Acquisition Proposal received by the Company on February 24,
2016 from the competing bidder that has been identified by the
Company as Party B (the "February 24, 2016 Party B Proposed Merger
Agreement") no longer a Superior Offer, as defined in the II-VI
Merger Agreement. Among the several factors considered by the
Company's Board of Directors in reaching its determination were (a)
the fact that II-VI matched Party B's $0.85 per-share offer price;
(b) as part of its acquisition proposal, II-VI will provide a loan
to the Company to address the Company's deteriorating liquidity
position; and (c) unlike a proposed merger transaction between the
Company and Party B, which is a Chinese company, the proposed
merger transaction between the Company and II-VI, which is a
domestic company, will not be subjected to the delays and risks
caused by the pre-closing review of the transaction by the
Committee on Foreign Investment in the United States.
On February 26, 2016, at the direction of its Board of
Directors, the Company executed the February 26, 2016 II-VI
Proposed Amendment, as well as the loan agreement.
The $0.85 per-share price offered in the February 26, 2016 II-VI
Proposed Amendment is $0.50 (or more than 140%) higher than the
$0.35 per-share price offered in the now-terminated November 11,
2015 merger agreement that the Company had executed with affiliates
of GaAs Labs, LLC.
As noted by the Company in its previous announcements, including
its February 22, 2016 announcement, the prolonged public auction
process in which the Company has been engaged since November 2015
(the "Auction Process"), in conjunction with the Company's ongoing
operating losses, has had negative effects on the Company's
business and financial condition, including its cash-flow.
The Company's Board of Directors, after consultation with its
financial and legal advisors, as well as the Company's management,
determined that, if the Auction Process were permitted to continue
beyond February 2016 and the Company were therefore unable by March
1, 2016 or thereabout to execute a definitive merger agreement and
a corresponding loan agreement 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 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 loan agreements ancillary thereto), the
Company's Board of Directors has determined that the Auction
Process has now come to a close.
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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