II-VI Amends Merger Deal With Anadigics; Increases Offer Price - Quick Facts

(RTTNews) - Engineered materials developer II-VI Inc. (IIVI) said that its wholly-owned acquisition subsidiary has increased its acquisition offer price to all shareholders of Anadigics Inc. (ANAD) to $0.85 per share in cash from the previous $0.66 per share.

Further, II-VI said this $0.85 per share offer for all outstanding shares of Anadigics, a provider of radio frequency semiconductor solutions, is also being extended.

The offer was previously scheduled to expire at midnight, New York City time on March 1, 2016 and has been extended until midnight, New York City time on March 11, 2016, unless further extended.

On February 26, 2016, the foregoing offer was accepted by Anadigics. Thus, II-VI, II-VI's acquisition subsidiary Regulus Acquisition Sub, Inc. and Anadigics entered into an amended agreement or the second amendment to the agreement and plan of merger dated January 15, 2016 and amended on February 1, 2016, among II-VI, the purchaser and Anadigics. Following completion of the tender offer, Anadigics would merge into Regulus.

Under the second amendment, II-VI, the purchaser and Anadigics have agreed to extend the end date under the merger agreement from April 14, 2016 to May 26, 2016.

The parties have also agreed to increase the termination fee payable to II-VI under the merger agreement from $1.2 million to the sum of $1.2 million plus II-VI's expenses incurred in connection with the transaction.

If the agreement is terminated, II-VI would also be entitled to receive the $1.2 million termination fee it paid to GaAs Labs on Anadigics's behalf under Anadigics's merger agreement with GaAs Labs, except if the agreement is terminated based on a breach by II-VI or the failure to obtain a regulatory approval related to the transaction.