ANADIGICS Inc. announced that, on December 15, 2015, its board of directors, after consultation with its financial and legal advisors, has unanimously determined that an offer from a third party to acquire all of the outstanding shares of ANADIGICS common stock for $0.48 per share in cash pursuant to an all-cash tender offer and second-step merger constitutes a "Superior Offer" within the meaning of the previously announced agreement and plan of merger with affiliates of GaAs Labs LLC (the “Merger Agreement”). As previously announced, an affiliate of GaAs Labs commenced, on November 24, 2015, a cash tender offer to acquire all of ANADIGICS’s outstanding shares for $0.35 per share in cash.
In accordance with the terms of the Merger Agreement, ANADIGICS notified GaAs Labs of the ANADIGICS board of directors’s determination and intention to effect a change of recommendation and to terminate the Merger Agreement. This notice commenced a five business day period that will expire on December 22, 2015, during which ANADIGICS may not change its Board’s recommendation nor terminate the Merger Agreement and GaAs Labs has the right to make proposals to ANADIGICS.
There can be no assurance that a transaction with the third party will be consummated or that GaAs Labs will propose any adjustments to the Merger Agreement. The ANADIGICS Board has not changed its recommendation with respect to the GaAs Labs transaction, nor has it made any recommendation with respect to the third party’s proposal.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of ANADIGICS common stock are being made pursuant only pursuant to the tender offer statement on Schedule TO that Aloha Holding Company, Inc. (“Aloha”) and Aloha Acquisition Sub, Inc., a wholly owned subsidiary of Aloha, filed with the SEC on November 24, 2015, as amended to date. ANADIGICS also filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer on November 24, 2015, as amended to date. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are available at no charge from the SEC through its website at www.sec.gov.
For more information, visit www.anadigics.com.