ANADIGICS Inc. announced that one of the entities designated by the company's board of directors as an "Excluded Party," 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 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"), delivered to the company after 11:00 p.m. Eastern Time on December 30, 2015 a proposed merger agreement that amends the Excluded Party's preceding offer that was announced by the company on December 24, 2015 (the "December 30, 2015 Proposed Merger Agreement"). The December 30, 2015 Proposed Merger Agreement offers, subject to the terms thereof, to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for $0.68 per share net in cash, pursuant to an all-cash tender offer and second-step merger. The December 30, 2015 Proposed Merger Agreement raises certain material issues that need to be negotiated and resolved with the Excluded Party and there can be no assurance that those issues will be resolved to the satisfaction of the company's board of directors.
Given (a) the fact that, as announced on December 30, 2015, the Company's Board of Directors, after consultation with its financial and legal advisors, unanimously determined that the December 29, 2015 proposed merger agreement delivered by another Excluded Party (the "December 29, 2015 Proposed Merger Agreement") constituted at that time a "Superior Offer," as defined in the GaAs Labs Merger Agreement; (b) the fact that GaAs Labs has until January 4, 2016 to exercise its right under the GaAs Labs Merger Agreement to submit to the Company an amended acquisition proposal that may render the December 29, 2015 Proposed Merger Agreement no longer a "Superior Offer"; and (c) the fact that the offers from the two Excluded Parties do not expire before January 5, 2015, the Company's Board of Directors intends to further evaluate all existing offers, and any further amendments thereto that may be received by the Company on or before January 4, 2016, and then convene another meeting of its members on January 5, 2016 to address which of said offers or amended offers received as of January 4, 2016 constitutes a "Superior Offer," as defined in the GaAs Labs Merger Agreement.
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.