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After GaAs Labs Matches the $0.48 Per-Share Offer Price of the Competing Bidder
ANADIGICS, Inc. (Nasdaq:ANAD) today announced that affiliates of GaAs Labs, LLC delivered to the Company a proposed amendment raising the offer price to $0.48 per share from $0.35 per share as set forth in the previously announced November 11, 2015 agreement and plan of merger pursuant to which GaAs Labs offered to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for $0.35 net in cash, pursuant to an all-cash tender offer and second-step merger.
The $0.48 per-share offer price set forth in the Proposed GaAs Labs Amendment matched the per-share price offered by the competing bidder whose Acquisition Proposal the Company announced on December 16, 2015 had been designated by its Board of Directors as a “Superior Offer,” as that term is defined in the GaAs Labs Merger Agreement.
On December 22, 2015, while the Company’s Board was considering the Proposed GaAs Labs Amendment, the Company received a proposed amendment to the Competing Bidder’s merger agreement that increases the per-share offer price to $0.54. The Company’s Board of Directors, after consultation with its financial and legal advisors, has unanimously determined that the Amended Competing Acquisition Proposal constitutes a “Superior Offer,” as that term is defined in the GaAs Labs Merger Agreement.
In accordance with the terms of the GaAs Labs Merger Agreement, ANADIGICS has notified GaAs Labs of the Amended Competing Acquisition Proposal. As provided in the GaAs Labs Merger Agreement, GaAs Labs has two (2) business days to deliver to ANADIGICS a proposal that would cause the Amended Competing Acquisition Proposal to no longer constitute a “Superior Offer” under said Agreement.
