ANADIGICS Inc. announced the expiration of the previously-announced "Go-Shop Period" and the receipt of acquisition proposals (as defined in the GaAs Labs Merger Agreement referenced below) for the company.
As previously announced, on November 11, 2015, ANADIGICS entered into an agreement and plan of merger pursuant to which affiliates of GaAs Labs, LLC ("GaAs Labs") would 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"). Under the terms of the GaAs Labs Merger Agreement, ANADIGICS was permitted to solicit alternative acquisition proposals (as defined in the GaAs Labs Merger Agreement) from third parties during the Go-Shop Period," which ended at 11:59 p.m. New York City time on December 6, 2015.
ANADIGICS announced that its efforts during the "Go-Shop Period" have elicited acquisition proposals, which the board of directors of the company has determined are likely to lead to an offer superior to that reflected in the GaAs Labs Merger Agreement (a "Superior Offer," as defined in that Agreement). ANADIGICS will therefore continue to negotiate with each of these parties in accordance with the terms of the GaAs Labs Merger Agreement.
Subject to the terms of the GaAs Labs Merger Agreement, ANADIGICS has the right to terminate that Agreement in order to accept a Superior Offer. There can be no assurance that any of the acquisition proposals received during the "Go-Shop Period" will in fact lead ultimately to 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 the Shares are being made pursuant to an offer to purchase and related materials that Purchaser has filed with the SEC (SCUR) and mailed to the companys stockholders. Purchaser has filed a tender offer statement on Schedule TO with the SEC with respect to the offer, and the company has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. 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