UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 29, 2015
ANADIGICS, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-25662 |
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22-2582106 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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141 Mt. Bethel Road Warren, New Jersey |
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07059 | ||
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(Address of Principal Executive Offices) |
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(908) 668-5000
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On December 30, 2015, Anadigics, Inc. (the “Company”) issued a press release announcing that the Company has received an amended offer to acquire the Company from a third party. The press release also announces the determination by its Board of Directors that this offer constitutes a "Superior Offer," as that term is defined in the Agreement and Plan of Merger dated November 11, 2015 by and among the Company, Aloha Holding Company, Inc. (“Aloha”), a Delaware corporation, and Aloha Acquisition Sub, Inc., a Delaware corporation. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated December 30, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 30, 2015
ANADIGICS, INC.
By: /s/ Ronald L. Michels
Name: Ronald L. Michels
Title: Chairman and Chief Executive Officer
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Exhibit 99.1
ANADIGICS ANNOUNCES THAT A COMPETING BIDDER HAS MADE A
SUPERIOR OFFER TO ACQUIRE THE COMPANY AT $0.58 PER SHARE
WARREN, N.J., December 30, 2015 — ANADIGICS, Inc. (Nasdaq: ANAD) (“ANADIGICS” or the “Company”) today announced that a competing bidder's offer that the Company disclosed on December 23, 2015 had been determined by the Company’s Board of Directors to be a "Superior Offer" delivered to the Company sometime after 9:00 p.m. Eastern Time on December 29, 2015 an amended proposed merger agreement pursuant to which the bidder, subject to the terms of said agreement, has increased its per-share offer price to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis from $0.54 to $0.58 net in cash, pursuant to an all-cash tender offer and second-step merger (the "December 29, 2015 Proposed Merger Agreement"). The Company's Board of Directors, after consultation with its financial and legal advisors, has unanimously determined that the December 29, 2015 Proposed Merger Agreement constitutes a "Superior Offer," as that term is defined in the previously announced November 11, 2015 agreement and plan of merger pursuant to which affiliates of GaAs Labs, LLC ("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 "GaAs Labs Merger Agreement"). As announced on December 29, 2015, GaAs Labs increased its per-share offer price to $0.54.
In accordance with the terms of the GaAs Labs Merger Agreement, ANADIGICS has notified GaAs Labs of the December 29, 2015 Proposed Merger Agreement and the Board of Directors' determination that it constitutes a Superior Offer. As provided in the GaAs Labs Merger Agreement, GaAs Labs has the right, exercisable within two (2) business days, in which to deliver to the Company an acquisition proposal that would cause the December 29, 2015 Proposed Merger Agreement to no longer constitute a "Superior Offer."
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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 shares of the Company’s common stock are being made pursuant only pursuant to the tender offer statement on Schedule TO that Aloha Holding Company, Inc. (“Aloha”) and Aloha Acquisition Sub, Inc., a wholly owned subsidiary of Aloha, filed with the SEC on November 24, 2015, as amended to date. The Company also filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer on November 24, 2015, as amended to date. 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.
About ANADIGICS, Inc.
ANADIGICS, Inc. (NASDAQ: ANAD) (“ANADIGICS” or the “Company”) designs and manufactures innovative radio frequency (RF) solutions for the growing CATV infrastructure, small-cell, WiFi, and cellular markets. Headquartered in Warren, NJ, ANADIGICS offers RF products with exceptional reliability, performance and integration to deliver a unique competitive advantage to OEMs and ODMs for infrastructure and mobile applications. The Company’s award-winning solutions include line amplifiers, upstream amplifiers, power amplifiers, front-end ICs, front-end modules and other RF components. For more information, visit www.anadigics.com
Safe Harbor Statement
Except for historical information contained herein, this press release contains projections and other forward-looking statements (as that term is defined in the Securities Exchange Act of 1934, as amended). These projections and forward-looking statements reflect the Company's current views with respect to future events and financial performance and can generally be identified as such because the context of the statement will include words such as "believe", "anticipate", "expect", "goal," "objective," "plan" or words of similar import. Similarly, statements that describe our future plans, objectives, estimates or goals are forward-looking statements. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results and developments could differ materially from those projected as a result of certain factors. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. Further, all statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. We assume no obligation and do not intend to update these forward-looking statements, except as may be required by law. Important factors that could cause actual results and developments to be materially different from those expressed or implied by such projections and forward-looking statements include those factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2014, and those discussed elsewhere herein.
Investor Relations
Terrence Gallagher
Executive Vice President and CFO
ANADIGICS, Inc.
141 Mt. Bethel Road
Warren, NJ 07059
Tel: +1 908 668-5000
E-mail: tgallagher@anadigics.com