ANADIGICS Inc. announced that a competing bidder’s offer that the company disclosed on December 23, 2015 had been determined by the company’s board of directors to be a "Superior Offer" delivered to the company sometime after 9:00 p.m. Eastern Time on December 29, 2015 an amended proposed merger agreement pursuant to which the bidder, subject to the terms of said agreement, has increased its per-share offer price to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis from $0.54 to $0.58 net in cash, pursuant to an all-cash tender offer and second-step merger (the "December 29, 2015 Proposed Merger Agreement"). The Company's Board of Directors, after consultation with its financial and legal advisors, has unanimously determined that the December 29, 2015 Proposed Merger Agreement constitutes a "Superior Offer," as that term is defined in the previously announced November 11, 2015 agreement and plan of merger pursuant to which affiliates of GaAs Labs, LLC ("GaAs Labs") offered to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for $0.35 per share net in cash, pursuant to an all-cash tender offer and second-step merger (the "GaAs Labs Merger Agreement"). As announced on December 29, 2015, GaAs Labs increased its per-share offer price to $0.54.
In accordance with the terms of the GaAs Labs Merger Agreement, ANADIGICS has notified GaAs Labs of the December 29, 2015 Proposed Merger Agreement and the Board of Directors' determination that it constitutes a Superior Offer. As provided in the GaAs Labs Merger Agreement, GaAs Labs has the right, exercisable within two (2) business days, in which to deliver to the Company an acquisition proposal that would cause the December 29, 2015 Proposed Merger Agreement to no longer constitute a "Superior Offer."
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.