Anadigics chooses II-VI’s final matching bid over Chinese firm’s offer

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29 February 2016

Anadigics chooses II-VI's final matching bid over Chinese firm's offer

Broadband wireless and wireline communications component maker Anadigics Inc of Warren, NJ, USA says that on 26 February II-VI Inc of Saxonburg, PA, USA submitted a further revised set of proposed amendments to its original 15 January merger agreement to acquire Anadigics for $0.66 per share (which superseded a prior $0.62-per-share deal with GaAs Labs LLC - which had originally offered $0.35 per share on 11 November - leading to II-VI paying a termination fee owed by Anadigics to GaAs Labs). Among the proposed amended terms was an increase in the offer price to $0.85 per share and the extension of a loan to Anadigics.

Previously, an unnamed competing bidder designated 'Party B' initially (on 31 December) made an unsolicited offer of $0.68 per share, before raising its bid on 8 January to $0.70 per share, then $0.75 per share on 19 January, then $0.76 per share on 21 January, then $0.78 on 1 February. However, the proposal failed to include certain material terms and conditions requested by Anadigics. Because Party B is a Chinese company, in order to protect the firm and its stockholders, Anadigics required that, in the event that the closing of the proposed acquisition being delayed or thwarted by the review process to be conducted by the Committee on Foreign Investment in the United States (CFIUS), Party B would make a loan available to Anadigics and/or pay a reverse termination fee. Subsequently, after meeting these terms on 16 February, Party B's acquisition proposal was designated a 'superior offer' (as defined in the II-VI merger agreement). After II-VI on 18 February then raised its offer from $0.66 to $0.73 per share, on 20 February Party B raised its bid from $0.78 to $0.81 per share, which on 22 February was again declared by Anadigics to be a 'superior offer'. On 23 February, II-VI made its own $0.81-per-share bid (deemed a 'superior offer'). Party B then submitted a final bid of $0.85 per share before the deadline of 24 February specified by Anadigics. However, Anadigics gave II-VI two business days to deliver its final bid.

Now, after consultation with its financial and legal advisors, Anadigics' board of directors has determined that II-VI's final matching $0.85-per-share bid of 26 February renders Party B's 24 February bid no longer a superior offer. Factors considered by the board included the following: (a) II-VI will provide a loan to address Anadigics' deteriorating liquidity position; and (b) unlike Party B (a Chinese firm), the proposed merger with II-VI (a domestic US company) will not be subjected to the delays and risks caused by the pre-closing review of the transaction by CFIUS. Hence, on 26 February, Anadigics executed II-VI's proposed amendment, as well as the loan agreement.

The $0.85 per-share price is $0.50 (or more than 140%) higher than the $0.35 per share offered by GaAs Labs on 11 November.

See related items:

Anadigics declares final competing $0.85-per-share Chinese bid a 'superior offer'

Anadigics declares competing $0.81 per share Chinese bid a 'superior offer'

II-VI Inc raises offer to acquire Anadigics from $0.66 to $0.73 per share

Anadigics' board declares competing $0.78 per share Chinese bid a 'superior offer'

Competing Chinese bidder raises offer to acquire Anadigics from $0.76 to $0.78 per share

Competing Chinese bidder raises offer to acquire Anadigics to $0.76 per share

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

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