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22 February 2016

Anadigics declares competing $0.81 per share Chinese bid a 'superior offer'

Broadband wireless and wireline communications component maker Anadigics Inc of Warren, NJ, USA says that on 20 February II-VI Inc of Saxonburg, PA, USA submitted a further revised set of proposed amendments to its original 15 January agreement to acquire Anadigics for $0.66 per share (which superseded a prior $0.62-per-share deal with GaAs Labs LLC - which had originally offered $0.35 per share on 11 November - leading to II-VI paying a termination fee owed by Anadigics to GaAs Labs). While II-VI's latest proposed amendment contains changes to some of the terms in the prior proposed amendments delivered by II-VI on 18 February, it maintains that offer's price of $0.73 per share.

Previously, an unnamed competing bidder designated 'Party B'  initially (on 31 December) made an unsolicited offer of $0.68 per share, before raising its bid on 8 January to $0.70 per share, then $0.75 per share on 19 January, then $0.76 per share on 21 January, then $0.78 on 1 February. However, the proposal failed to include certain material terms and conditions requested by Anadigics. Because Party B is a Chinese company, in order to protect the firm and its stockholders, Anadigics required that, in the event that the closing of the proposed acquisition being delayed or thwarted by the review process to be conducted by the Committee on Foreign Investment in the United States (CFIUS), Party B would make a loan available to Anadigics and/or pay a reverse termination fee. 

Subsequently, on 16 February Party B added to its $0.78 per share 1 February proposal by offering to make a loan available to Anadigics and/or pay a reverse termination fee. Consequently, Anadigics designated Party B's 16 February acquisition proposal a 'superior offer' (as defined in the II-VI merger agreement).

After II-VI made its latest amended $0.73 per share acquisition proposal, on 20 February, Party B raised its offer to $0.81 per share. After consultation with its financial and legal advisors, Anadigics' board has determined again that Party B's proposal (this time of $0.81 per share on 20 February) constitutes a superior offer.

In accordance with the terms of the II-VI merger agreement, Anadigics has notified II-VI of Party B's 20 February proposed agreement and that it has two business days (until the close of business on 23 February) to deliver an acquisition proposal that would cause Party B's 20 February proposal to no longer constitute a superior offer.

Anadigics' board has determined that, if the prolonged auction process (which has been ongoing since November) continues beyond February and it is therefore unable to execute a merger agreement with either II-VI or Party B by 1 March, then the firm's business and financial condition (including its cash-flow position) could be irreparably harmed, potentially rendering Anadigics unable to enter into any merger transaction. Accordingly, Anadigics' board has determined that the auction process will proceed as follows, subject to the terms of the II-VI merger agreement:

  • If II-VI does not deliver (by the close of business on 23 February) a further proposed amendment to its merger agreement that causes Party B's 20 February proposal to no longer constitute a superior offer, then the board will direct Anadigics to enter into Party B's 20 February proposed merger agreement.
  • If II-VI does deliver a further proposal, then the board will direct Anadigics to enter into the amended II-VI merger agreement. In addition, the board will decline to consider any further amendment to Party B's 20 February proposal received after noon (New York City time) on 24 February.
  • If Party B delivers a further amended proposal by noon on 24 February and Anadigics' board determines that it constitutes a superior offer, then II-VI will have a final two-business-day period to deliver a further proposed amendment to its merger agreement. At the end of this two-business-day period, the auction process will terminate and Anadigics' board will then evaluate the final proposals received.

See related items:

II-VI Inc raises offer to acquire Anadigics from $0.66 to $0.73 per share

Anadigics' board declares competing $0.78 per share Chinese bid a 'superior offer'

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

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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