Anadigics Says Competing Bidder Made Superior Offer To Buy Company At $0.62/shr

(RTTNews) - Anadigics Inc. (ANAD) announced that on January 5, 2016, an Excluded Party or "Party B" that had delivered to the company a proposed merger agreement pursuant to which it offered 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, as announced by the Company on December 31, 2015, delivered to the Company a further amended proposed merger agreement that leaves the $0.68 per-share offer price unchanged and modifies certain, but not all, of the material terms and conditions thereof to which the Company had sought changes.

On January 5, 2016, Party A delivered to the Company a further amended proposed merger agreement that, subject to the terms thereof, offers to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for an increased per-share price of $0.62 net in cash, pursuant to an all-cash tender offer and second-step merger.

On January 4, 2016 affiliates of GaAs Labs, LLC delivered to the Company a proposed further amendment to the previously announced November 11, 2015 agreement and plan of merger pursuant to which GaAs Labs 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 proposed amendment, among other things, increases the per-share offer price to $0.58 . The $0.58 per-share offer price set forth in the January 4, 2016 Proposed Amended GaAs Labs Merger Agreement matched the $0.58 per-share price offered by a competing bidder ("Party A") whose December 29, 2015 offer the Company announced on December 30, 2015 had been designated by its Board of Directors as a "Superior Offer," as that term is defined in the GaAs Labs Merger Agreement.

After consulting with its financial and legal advisors concerning the January 4, 2016 Proposed Amended GaAs Labs Merger Agreement, Party A's January 5, 2016 Proposed Amended Merger Agreement and Party B's January 5, 2016 Proposed Amended Merger Agreement, the Company's Board of Directors has unanimously determined that, at this time, Party A's January 5, 2016 Proposed Amended Merger Agreement constitutes a Superior Offer.

As per the terms of the GaAs Labs Merger Agreement, Anadigics has notified GaAs Labs of Party A's January 5, 2016 Proposed Amended Merger Agreement and the determination of the Company's Board of Directors that said Proposed Merger Agreement constitutes a Superior Offer under the GaAs Labs Merger Agreement.

As provided in the GaAs Labs Merger Agreement, GaAs Labs has two business days in which to deliver to the Company an acquisition proposal that would cause Party A's January 5, 2016 Proposed Amended Merger Agreement to no longer constitute a Superior Offer.