SC TO-T/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE
14d–100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
ANADIGICS,
INC.
(Name of Subject Company (Issuer))
ALOHA ACQUISITION SUB, INC.
(Name of Filing Person (Offeror))
ALOHA HOLDING COMPANY, INC.
(Name of Filing Person (Parent of Offeror))
GAAS LABS, LLC
(Name of
Filing Person (Other Person))
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
032515108
(CUSIP Number
of Class of Securities)
John L. Ocampo
President
GaAs Labs, LLC
Aloha Holding Company, Inc.
Aloha Acquisition Sub, Inc.
28013 Arastradero Road
Los Altos, California 94022
(408) 387-7756
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a
copy to:
Jason Day
Jeffrey A. Beuche
Perkins Coie LLP
1900
Sixteenth Street, Suite 1400
Denver, Colorado 80202
(303) 291-2300
CALCULATION
OF FILING FEE
|
|
|
| Transaction Valuation (1) |
|
Amount of Filing Fee (2) |
| $32,261,090.75 |
|
$3,248.70 |
| |
| (1) |
Estimated solely for purposes of calculating the amount of the filing fee. The transaction valuation was calculated by adding the sum of (A) 88,836,561 outstanding shares of common stock, par value $0.01 per share
(“Shares”), of ANADIGICS, Inc. (“Anadigics”), (B) 8,542 Shares subject to issuance pursuant to outstanding options with an exercise price less than the offer price of $0.35 per Share,
(C) 3,044,442 Shares subject to issuance pursuant to outstanding time-based restricted stock units, and performance-based restricted stock units earned prior to the end of the offer, and (D) up to 285,000 Shares issuable with
respect to the current offering period under Andigics’s Employee Stock Purchase Plan, with such sum multiplied by the offer price of $0.35 per Share. The calculation of the filing fee is based on information provided by Anadigics as of
November 20, 2015. |
| (2) |
The filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying the transaction
value by .0001007. |
| x |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
|
|
|
| Amount Previously Paid: $3,248.70 |
|
Filing Party: Aloha Acquisition Sub, Inc. |
| Form of Registration No.: Schedule TO |
|
Date Filed: November 24, 2015 |
| ¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| |
x |
Third-party tender offer subject to Rule 14d-1. |
| |
¨ |
Issuer tender offer subject to Rule 13e-4. |
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¨ |
Going-private transaction subject to Rule 13e-3. |
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¨ |
Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is
a final amendment reporting the results of the tender offer. ¨
If applicable,
check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| |
¨ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
¨ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed by GaAs Labs, LLC, a California limited liability company (“GaAs Labs”), Aloha Holding Company, Inc., a Delaware corporation (“Aloha”) and wholly-owned subsidiary of GaAs
Labs, and Aloha Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Aloha, with the Securities and Exchange Commission on November 24, 2015 (together with any amendments and
supplements thereto, the “Schedule TO”). This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of
ANADIGICS, Inc., a Delaware corporation (“Anadigics”), at a price of $0.35 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated November 24, 2015 (as it may be amended or supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of
Transmittal,” and together with the Offer to Purchase, the “Offer”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the Offer to Purchase.
All information contained in the Offer to Purchase and
the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated by reference in response to Items 1 through 9 and Item 11 in the Schedule TO.
This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11 as provided below
| Items 1 |
through 9 and Item 11. |
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended
and supplemented as follows:
On December 24, 2015, pursuant to the Merger Agreement, Aloha and Purchaser extended the expiration
date of the Offer. The Offer was previously scheduled to expire at 11:59 P.M. (New York City time) on December 23, 2015. The Expiration Date of the Offer is extended to 11:59 P.M. (New York City time) on January 8, 2016, unless further
extended. The Depositary has advised Purchaser that, as of 5:00 p.m., New York City time, on December 23, 2015, 3,218,686 shares of common stock of Anadigics were tendered pursuant to the tender offer, which represented approximately 3.6% of
the outstanding shares of common stock of Anadigics.
On December 24, 2015, GaAs Labs issued a press release announcing the extension
of the Offer. The full text of the press release is attached as Exhibit (a)(5)(A) to the Schedule TO and is incorporated herein by reference.
All references in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Notice of Guaranteed Delivery (Exhibit
(a)(1)(C)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) of the
expiration date of the Offer being “11:59 P.M., New York City time, on December 23, 2015” are amended and replaced with “11:59 P.M., New York City time, on January 8, 2016.”
The information set forth in Section 11 of the Offer to Purchase entitled “Background of the Offer; Past Contacts, Transactions,
Negotiations and Agreements with Anadigics” is amended and supplemented by adding the following paragraphs at the end of the section:
“On November 24, 2015, the Offer commenced and the Schedule TO was filed with the SEC. Also on November 24, 2015, Anadigics
filed its Solicitation/Recommendation Statement on Schedule 14D-9.
On December 7, 2015, Anadigics announced that the Go-Shop Period
elicited Acquisition Proposals, which the Anadigics Board determined are likely to lead to a Superior Offer, as defined in the Merger Agreement. Therefore, Anadigics deemed certain bidders as Excluded Parties, as defined in the Merger Agreement, and
Anadigics informed Aloha and Purchaser that it intended to continue negotiations with each of these Excluded Parties.
On December 15,
2015, Aloha and Purchaser received written notice of a Superior Offer from Anadigics which stated that Anadigics had received a definitive proposal from another party (the “Competing Bidder”) to acquire all outstanding Shares
for $0.48 per share in cash (the “New Proposal”).
On December 16, 2015, Mr. Ocampo contacted
Mr. Michels to express that Purchaser would be willing to increase its purchase price to match that of the New Proposal. In addition, representatives of Aloha and Purchaser discussed with Needham the proposed purchase price increase, an
increase of the termination fee and other logistics. Conversations between the Purchaser and Anadigics continued through December 22, 2015.
On December 21, 2015, representatives of Aloha and Purchaser delivered an executed amendment
to the Merger Agreement to Needham with an offer price of $0.48 per Share, a termination fee of $2.5 million and certain other amendments.
On December 23, 2015, Anadigics gave written notice to Aloha and Purchaser that it received a proposed amendment to the Competing
Bidder’s proposal that increases the proposed offer price to $0.54 per Share, and that the Anadigics Board determined that the amended proposal constitutes a Superior Offer. Pursuant to the Merger Agreement, Aloha and Purchaser have two
business days to negotiate a proposal with Anadigics that would cause the amended Acquisition Proposal to no longer constitute a Superior Offer.
On December 24, 2015, GaAs Labs issued a press release announcing the extension of the Offer through 11:59 P.M., New York City time, on
January 8, 2016.”
The seventh paragraph in Section 2 of the Offer to Purchase entitled “Acceptance for Payment and
Payment for Shares” is amended by deleting the phrase “or unless otherwise mutually agreed by us and Anadigics” from the end of the paragraph.
Section 7 of the Offer to Purchase entitled “Certain Information Concerning Anadigics” is amended by deleting the first
paragraph in its entirety.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following
exhibits:
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| Exhibit
No. |
|
Description |
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| (a)(5)(A) |
|
Press Release of GaAs Labs, LLC, dated December 24, 2015. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 24, 2015
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| ALOHA ACQUISITION SUB, INC. |
|
|
| By: |
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/s/ John L. Ocampo |
| Name: |
|
John L. Ocampo |
| Title: |
|
President |
|
| ALOHA HOLDING COMPANY, INC. |
|
|
| By: |
|
/s/ John L. Ocampo |
| Name: |
|
John L. Ocampo |
| Title: |
|
President |
|
| GAAS LABS, LLC |
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|
| By: |
|
/s/ John L. Ocampo |
| Name: |
|
John L. Ocampo |
| Title: |
|
President |
EXHIBIT INDEX
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| Exhibit
No. |
|
Description |
|
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| (a)(1)(A)* |
|
Offer to Purchase, dated November 24, 2015. |
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| (a)(1)(B)* |
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Form of Letter of Transmittal. |
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| (a)(1)(C)* |
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Form of Notice of Guaranteed Delivery. |
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| (a)(1)(D)* |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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| (a)(1)(E)* |
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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| (a)(1)(F)* |
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Summary Advertisement as published in The New York Times on November 24, 2015. |
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| (a)(5)(A) |
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Press Release of GaAs Labs, LLC, dated December 24, 2015. |
|
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| (d)(1) |
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Agreement and Plan of Merger, dated as of November 11, 2015, among Aloha, Purchaser and Anadigics (incorporated by reference to Exhibit 2.1 of Anadigics’s Current Report on Form 8-K filed on November 12, 2015 (File No.
000-25662)). |
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| (d)(2)* |
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Guarantee, dated as of November 11, 2015, by GaAs Labs in favor of Anadigics. |
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| (d)(3)* |
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Mutual Non-Disclosure and Standstill Agreement, dated as of September 15, 2015, between GaAs Labs and Anadigics. |
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| (d)(4)* |
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Exclusivity Agreement, dated as of October 20, 2015, between GaAs Labs and Anadigics. |
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| (g) |
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Not applicable. |
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| (h) |
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Not applicable. |
| * |
Previously filed with the Tender Offer Statement on Schedule TO filed with the SEC on November 24, 2015. |
