ANADIGICS Announces That Its Board of Directors Has Determined That II-VI Incorporated's Proposed Amendment to the Merger Agr...
March 09 2016 - 7:46PM
ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today
announced that it received from II-VI Incorporated (“II-VI”) today
a further revised set of proposed amendments and agreements (the
“February 23, 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 23, 2016 II-VI Proposed Amendment is the increase from
$0.66 to $0.81 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 23, 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 23, 2016 II-VI Proposed Amendment renders
the Acquisition Proposal received by the Company on February 20,
2016 from the competing bidder that has been identified by the
Company as Party B (the "February 20, 2016 Party B Proposed Merger
Agreement") no longer a Superior Offer, as defined in the II-VI
Merger Agreement. The Company's Board of Directors has
directed the Company to enter into the February 23, 2016 II-VI
Proposed Amendment, and all ancillary agreements, as promptly as
practicable (as fully-executed, the "Second Amended II-VI Merger
Agreement").
In accordance with the final stages of the auction process in
which the Company has been engaged since November 2015 (the
"Auction Process"), as set forth in the Company's February 22, 2016
announcement, the Company's Board of Directors will decline to
consider a further amendment, if any, to the February 20, 2016
Party B Proposed Merger Agreement that is received by the Company
after 11:59 p.m. New York City time on February 24, 2016.
However, if Party B elects to deliver to the Company by 11:59
p.m. on February 24, 2016 a further amendment to the February 20,
2016 Party B Proposed Merger Agreement and the Company's Board of
Directors, after consultation with its financial and legal
advisors, determines in good faith that Party B's further amended
Proposed Merger Agreement constitutes a Superior Offer, as defined
in the II-VI Merger Agreement or the Second Amended II-VI Merger
Agreement, as the case may be, II-VI shall be accorded a final
two-business-day period in accordance with the II-VI Merger
Agreement or the Second Amended II-VI Merger Agreement, as the case
may be, by which to deliver to the Company a further proposed
amendment to the II-VI Merger Agreement that it believes would
cause Party B's further amended Proposed Merger Agreement to no
longer constitute a Superior Offer. At the close of
this two-business-day period, the Auction Process 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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