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25 January 2016

Competing Chinese bidder raises offer to acquire Anadigics to $0.76 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 21 January delivered an amended unsolicited acquisition proposal (due to expire on 29 January) that raised its prior offer of $0.75 per share (announced on 19 January) to $0.76 per share.

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

In the meantime, on 15 January Anadigics 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 says that Party B's 21 January proposed merger agreement still does not contain all of the material provisions that its board believes are necessary to protect the firm and its stockholders. Previously, after the 19 January $0.75-per-share offer, Aandigics 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, the board has 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. Anadigics' board has hence directed its financial and legal advisors, along with the firm's management, to negotiate with Party B in an attempt to resolve the outstanding issues. It warns, however, there can be no assurance that those issues will be resolved satisfactorily and hence no assurance that Party B's 21proposed merger agreement will in fact 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 21 January proposed merger agreement and that it expects this acquisition proposal to lead to a 'superior Offer' (as defined in the II-VI merger agreement). 

See related items:

II-VI Inc acquiring EpiWorks and Anadigics for combined $110m

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

GaAs Labs extends tender offer for Anadigics further to 25 January

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

GaAs Labs announces extension of tender offer for Anadigics

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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