ANADIGICS Announces That It Continues to Negotiate With a Competing Bidder
February 02 2016 - 5:40PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that one of the entities previously designated by the
Company's Board of Directors as an Excluded Party under the
now-terminated November 11, 2015 agreement and plan of merger
between the Company and affiliates of GaAs Labs, LLC ("Party
B") delivered to the Company on February 1, 2016 a proposed set of
amended terms to Party B's previously announced January 21, 2016
unsolicited proposed merger agreement, which, among other things,
contains an offer to acquire the Company's common stock for a price
of $0.78 per share (the "February 1, 2016 Party B Proposed
Amendment").
Although the Company's Board of Directors believes that there
remain certain outstanding issues in connection with the February
1, 2016 Party B Proposed Amendment that need to be resolved for the
protection of the Company and its stockholders, the Board of
Directors, after consultation with its financial and legal
advisors, determined in good faith that the February 1, 2016 Party
B Proposed Amendment constitutes an acquisition proposal that could
reasonably be expected to lead to a Superior Offer, as defined in
the previously announced January 15, 2016 agreement and plan of
merger that the Company entered into with II-VI Incorporated
("II-VI") and an affiliate thereof (the "II-VI Merger
Agreement"). Accordingly, at the direction of the Company's
Board of Directors, the Company's management and its advisors have
engaged in negotiations with Party B in an attempt to resolve the
outstanding issues raised by the February 1, 2016 Party B Proposed
Amendment. Although the Company and its advisors intend to
continue to negotiate with Party B and, as may be useful, exchange
draft term sheets and the like in connection with the February 1,
2016 Party B Proposed Amendment, there can be no assurance that the
outstanding issues will be resolved to the satisfaction of the
Company's Board of Directors and thus no assurance that the
February 1, 2016 Party B Proposed Amendment will in fact lead
ultimately to a Superior Offer.
In accordance with the terms of the II-VI Merger Agreement, the
Company has notified II-VI of the February 1, 2016 Party B Proposed
Amendment and the determination by the Company's Board of Directors
that said acquisition proposal could reasonably be expected to lead
to a Superior Offer, as that term is defined in the II-VI Merger
Agreement.
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
Anadigics (NASDAQ:ANAD)
Historical Stock Chart
From Apr 2024 to May 2024
Anadigics (NASDAQ:ANAD)
Historical Stock Chart
From May 2023 to May 2024