Anaren, Inc. Shareholders Approve Merger Agreement With Affiliate of Veritas Capital
February 07 2014 - 5:02PM
Anaren, Inc. (Nasdaq:ANEN) (the "Company") announced that, at its
Special Meeting of Shareholders (the "Special Meeting") held on
February 6, 2014, the Company's shareholders approved the adoption
of the previously announced Agreement and Plan of Merger, dated as
of November 4, 2013, as amended (the "Merger Agreement"), among
ANVC Holding Corp., a Delaware corporation, ANVC Merger Corp., a
New York corporation and wholly owned subsidiary of ANVC Holding
Corp. ("Merger Sub"), and the Company, pursuant to which Merger Sub
will be merged with and into the Company, with the Company
continuing as the surviving corporation.
Holders of 12,018,121 shares of Company common stock,
representing approximately 89% of the shares of Company common
stock outstanding as of the record date of December 18, 2013 for
the Special Meeting, were present in person or by proxy. Holders of
11,512,181 shares voted in favor of adopting the Merger Agreement,
representing approximately 99% of the shares that were voted, and
approximately 86% of the shares outstanding as of the record date.
The Company's shareholders also approved, by non-binding advisory
vote, specified compensation arrangements that may be payable to
the Company's named executive officers in connection with
consummation of the merger with a vote of 9,529,234 shares,
representing approximately 83% of the shares that were voted and
approximately 71% of the shares outstanding as of the record
date.
Approval of the Merger Agreement by the shareholders satisfies
one of the conditions required to finalize the acquisition. The
transaction is still subject to certain other customary closing
conditions. Subject to satisfaction of all such conditions, the
Company currently anticipates that the merger will be completed on
or about February 14, 2014. If the proposed merger is completed,
the Company will become a wholly-owned subsidiary of ANVC Holding
Corp., an affiliate of The Veritas Capital Fund IV, L.P.
About Anaren, Inc.
Anaren, Inc. designs, develops, manufactures and sells highly
integrated microwave components, assemblies and subsystems for the
wireless communications, satellite communications and defense
electronics markets. For more information on Anaren's products,
visit our Web site at www.anaren.com.
About Veritas Capital
Founded in 1992 and headquartered in New York, Veritas Capital
is a leading private equity investment firm that invests in
companies that provide critical products and services to government
and commercial customers worldwide. Since 1992, Veritas has been
involved as the lead investor in over 65 transactions totaling
approximately $16 billion in value. For more information, please
visit http://www.veritascapital.com.
Forward-Looking Information
This Current Report on Form 8-K contains forward-looking
statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include,
without limitation, any statement that may project, indicate or
imply future results, events, performance or achievements, and may
contain the words "anticipate," "expect," "intend," "plan,"
"believe," "estimate," "may," "project," "will," "continue" and
similar expressions of a future or forward-looking nature.
Forward-looking statements may include discussions concerning
revenue, expenses, earnings, cash flow, impairments, losses,
dividends, capital structure, market and industry conditions,
premium and commission rates, interest rates, contingencies, the
direction or outcome of regulatory investigations and litigation,
income taxes and the Company's operations or strategy. These
forward-looking statements are based on management's current views
with respect to future results. Forward-looking statements are
based on beliefs and assumptions made by management using
currently-available information, such as market and industry
materials, experts' reports and opinions, and current financial
trends. These statements are only predictions and are not
guarantees of future performance. Forward-looking statements are
subject to risks and uncertainties that could cause actual results
to differ materially from those contemplated by a forward-looking
statement. These risks and uncertainties include, without
limitation: (1) the acquisition may not be consummated in a timely
manner, if at all; (2) the definitive acquisition agreement may be
terminated in circumstances that require the Company to pay a
termination fee or reimburse certain expenses; (3) the diversion of
management's attention from the Company's ongoing business
operations; (4) the failure of the acquiror to obtain the necessary
financing to complete the acquisition; (5) the effect of the
announcement of the acquisition on the Company's business
relationships, operating results and business generally; and (6)
the failure to obtain the requisite approvals to the acquisition.
Additional factors are set forth in Anaren's filings with the SEC,
including its Annual Report on Form 10-K for the year ended June
30, 2013, filed with the SEC on August 12, 2013 and its subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8−K,
which factors are incorporated herein by reference. Forward-looking
statements speak only as of the date on which they are made. Anaren
expressly disclaims any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
CONTACT: David M. Ferrara, Secretary and General Counsel
315-362-0510
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