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3 February 2016

Competing Chinese bidder raises offer to acquire Anadigics from $0.76 to $0.78 per share

Broadband wireless and wireline communications component maker Anadigics Inc of Warren, NJ, USA says that one of the entities previously designated by its board of directors as an Excluded Party (under the now-terminated 11 November merger agreement with affiliates of GaAs Labs LLC) on 1 February delivered a set of amendments to its previous unsolicited acquisition proposal that raised its prior offer of $0.76 per share (made on 21 January) to $0.78 per share.

Previously, the unnamed 'Party B' initially (on 31 December) offered $0.68 per share, before raising its bid on 8 January to $0.70 per share, then $0.75 per share on 19 January. However, the proposal failed to include certain material terms and conditions requested by Anadigics.

In the meantime, on 15 January Anadigics had agreed for an affiliate of II-VI Inc of Saxonburg, PA, USA to acquire it for $0.66 per share. The fee owed by Anadigics to GaAs Labs to terminate their merger agreement of 11 November was subsequently paid by II-VI.

Anadigics' board believes that there remain certain outstanding issues in connection with the Party B's 1 February proposed amendment that need to be resolved for the protection of the firm and its stockholders. Previously, after the 19 January $0.75-per-share offer, Anadigics said that, because Party B is a Chinese company, the closing of its proposed acquisition could be subject to delay caused by, among other things, the review and clearance process to be undertaken by the Committee on Foreign Investment in the United States (CFIUS), in which case Party B should (a) pay it a cash reverse termination fee, and (b) provide a loan on terms acceptable to Anadigics and its bank. 

However, after consultation with its financial and legal advisors, Anadigics' board determined that Party B's latest proposal could reasonably be expected to lead to a 'superior offer', as defined in the 15 January II-VI merger agreement. 

Accordingly, Anadigics' management and its advisors have engaged in negotiations with Party B in an attempt to resolve the outstanding issues raised by the 1 February proposed amendment. However, it warns that there can be no assurance that those issues will be resolved satisfactorily and hence no assurance that Party B's proposed amendment will lead ultimately to a superior offer.

In accordance with the terms of the II-VI merger agreement, Anadigics has notified II-VI of Party B's proposed amendment and that it expects this acquisition proposal to lead to a 'superior offer'.

See related items:

Competing Chinese bidder raises offer to acquire Anadigics to $0.76 per share

Anadigics sells for $0.66 per share to II-VI Inc; II-VI to pay GaAs Labs termination fee

Anadigics receives 'superior offer' of $0.66 per share after GaAs Labs matches competing bidder's $0.62

Anadigics receives 'superior offer' of $0.62 per share after GaAs Labs matches competing bidder's $0.58

Anadigics receives 'superior offer' of $0.58 per share after GaAs Labs matches competing bidder's $0.54

Anadigics receives 'superior offer' of $0.54 per share after GaAs Labs matches competing bidder's $0.48

Anadigics declares new acquisition offer of $0.48 per share superior to GaAs Labs

Anadigics receives alternative acquisition proposals following GaAs Labs deal

Anadigics agrees to be acquired by GaAs Labs for $32m

Tags: Anadigics Gaas Labs II-VI Inc

Visit: www.ii-vi-photonics.com

Visit: www.anadigics.com

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