ANADIGICS Inc. announced that affiliates of GaAs Labs LLC delivered to the company a proposed further amendment to the previously announced November 11, 2015 agreement and plan of merger pursuant to which GaAs Labs offered to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for $0.35 net in cash, pursuant to an all-cash tender offer and second-step merger (the "GaAs Labs Merger Agreement"), which amendment, among other things, increases the per-share offer price to $0.54 (the "Proposed Second Amended GaAs Labs Merger Agreement"). The $0.54 per-share offer price set forth in the Proposed Second Amended GaAs Labs Merger Agreement matches the per-share price offered by a competing bidder whose acquisition proposal the Company announced on December 23, 2015 had been designated by its board of directors as a "Superior Offer," as that term is defined in the GaAs Labs Merger Agreement. The company’s board of directors continues to evaluate all acquisition proposals.
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 the Company’s 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. The Company 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