- News
19 January 2016
Anadigics sells for $0.66 per share to II-VI Inc; II-VI to pay GaAs Labs termination fee
Broadband wireless and wireline communications component maker Anadigics Inc of Warren, NJ, USA says that, on 15 January, it agreed for engineered materials and optoelectronic component maker II-VI Inc of Saxonburg, PA, USA to acquire it (pursuant to an all-cash tender offer and second-step merger) for $0.66 per share net in cash (an increase of $0.31 per share over the 11 November deal for affiliates of GaAs Labs LLC to acquire it for $0.35 per share). On 12 January, Anadigics announced that the $0.66 per-share offer from II-VI ('Party A') had been determined by its board of directors to constitute a 'superior offer'. GaAs Labs subsequently declined to submit a further amended acquisition proposal.
On 14 January, another Excluded Party (Party B) delivered a further revised proposed merger agreement to acquire Anadigics for $0.75 per-share. However, despite the increased offer price, Anadigics' board reckoned that the proposal failed to incorporate certain key terms and conditions demanded for the protection of Anadigics and its stockholders. Because Party B is a Chinese company, the closing of its proposed acquisition could be subject to delay caused by, among other things, the review and clearance process to be undertaken by the Committee on Foreign Investment in the United States (CFIUS). Based on consultation with its management and legal advisors, the board estimated that it could take 100 days or so from the date of execution of a merger agreement for the parties to confer with CFIUS, to assemble and prepare the materials required to make the CFIUS filing, to make the actual CFIUS filing, and for CFIUS to complete what could then be a 75-day review period. To protect Anadigics' business and financial condition in the event that the closing of the proposed transaction with Party B were delayed as a result of the CFIUS review process, the board demanded that Party B (a) pay it a cash reverse termination fee, and (b) provide a loan on terms acceptable to Anadigics and its bank.
In the judgment of Anadigics' board, in light of the firm's current business and financial condition (including the challenges caused by the uncertainty surrounding the bidding process in which it has been engaged since November), Party B's 14 January revised proposal did not provide adequate protection against the potentially irreparable harm to Anadigics' business and financial condition that could result if the proposed transaction did not close in a timely manner, including losing the opportunity to obtain $0.66 per-share through the II-VI merger agreement (due to expire on 15 January).
Anadigics' board believes that (subject to satisfaction of the terms of the proposed II-VI tender offer) II-VI could close its merger transaction with Anadigics in 45-60 days.
On 15 January, in accordance with the terms of the II-VI merger agreement, the termination fee that was owed by Anadigics to GaAs Labs under the GaAs Labs merger agreement was paid to GaAs Labs by II-VI.
GaAs Labs extends tender offer for Anadigics further to 25 January
GaAs Labs announces extension of tender offer for Anadigics
Anadigics declares new acquisition offer of $0.48 per share superior to GaAs Labs
Anadigics receives alternative acquisition proposals following GaAs Labs deal
Anadigics agrees to be acquired by GaAs Labs for $32m
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