Gary Lerude, MWJ Technical Editor
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Gary Lerude

Gary Lerude is the Technical Editor of Microwave Journal. Previously, he spent his career as a “midwife” aiding the growth of the compound semiconductor industry, from device to application, from defense to commercial. He spent 19 years at Texas Instruments, 11 years at MACOM and six years with TriQuint. Gary holds a bachelor’s in EE, a master’s in systems engineering and an engineers degree (ABD) in EE.

Another round of bidding for ANADIGICS

Unnamed suitor increases offer to $0.54 per share; third party bids

December 24, 2015

After years of losses and questions about its viability, ANADIGICS has become the object of a bidding war. The unnamed suitor that contested GaAs Labs' initial acquisition price of $0.35 per share increased its bid to $0.54 per share — within a day of GaAs Labs matching the competitor's initial bid of $0.48 per share. GaAs Labs now has two business days, until December 28, to respond.

If you're having trouble following the sequence, here's the play-by-play:

On November 12, ANADIGICS announced it had signed an agreement to be acquired by GaAs Labs, John Ocampo's investment firm, for $0.35 per share or approximately $32 million.

The merger agreement with GaAs Labs allowed ANADIGICS to seek "superior proposals" for 25 calendars days, ending December 6. On December 7, ANADIGICS announced it had received proposals that the board believed would be superior to GaAs Labs' offer.

From December 7 through December 15, ANADIGICS engaged several parties and reached an agreement with one, representing a firm cash offer of $0.48 per share or $44 million. ANADIGICS advised GaAs Labs of this "superior proposal," giving GaAs Labs until December 22 to counter.

On December 21, GaAs Labs met the $0.48 per share offer. The following day, while the board was meeting to consider the revised offer from GaAs Labs, the unnamed suitor increased its offer to $0.54 per share ($49 million), keeping all other terms the same.

The board unanimously agreed that the $0.54 per share offer was "superior" and advised GaAs Labs that it has until December 28 to respond. Otherwise, the board will terminate the initial merger agreement with GaAs Labs.

ANADIGICS' trailing four quarter revenue, from Q4 of calendar 2014 through Q3 of 2015, was $67 million — more than the latest acquisition offer. However, revenue may not be the best measure of value, as ANADIGICS has not had a profitable year (using GAAP operating income as the measure) since 2007, and that followed a string of losses.

As the great game of business plays out, it's certainly not a relaxing holiday for ANADIGICS, GaAs Labs and the unnamed suitor.

December 28 Update: On December 24, ANADIGICS received a separate acquisition offer from a second party, one that had expressed interest during December 7 to 15. This offer will expire on December 31. In a press release, ANADIGICS said their board would evaluate this offer with the one from the earlier unnamed suitor.

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