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) January 4, 2016
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 January 6, 2016, ANADIGICS, Inc. (the “Company”) announced that a competing bidder made 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., a Delaware corporation, and Aloha Acquisition Sub, Inc., a Delaware corporation (“GaAs Labs”), to acquire the Company, subject to the terms of a proposed merger agreement, for a per-share price of $0.62 surpassing GaAs Labs’s amended offer at $0.58 per share. 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 January 6, 2016.
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: January 6, 2016
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 $0.62 PER SHARE,
SURPASSING GaAs LABS'S AMENDED OFFER AT $0.58 PER SHARE
WARREN, N.J., January 6, 2016 — ANADIGICS, Inc. (Nasdaq: ANAD) (“ANADIGICS” or the “Company”) today announced that on January 4, 2016 affiliates of GaAs Labs, LLC ("GaAs Labs") 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 "GaAs Labs Merger Agreement"). The proposed amendment, among other things, increases the per-share offer price to $0.58 (the "January 4, 2016 Proposed Amended GaAs Labs Merger Agreement"). 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.
Subsequently, 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 (the "Party A's January 5, 2016 Proposed Amended Merger Agreement").
Also on January 5, 2016, an Excluded Party (“Party B”) that had delivered to the Company a proposed merger agreement pursuant to which it offered, subject to the terms thereof, 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 (the "Party B's January 5, 2016 Proposed Amended Merger Agreement"). While the Company continues to negotiate with Party B to resolve the open issues in Party B's January 5, 2016 Proposed Merger Agreement, there can be no assurance that those issues will be resolved to the satisfaction of the Company's Board of Directors.
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.
In accordance with 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 (2) 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.
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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.
EXHIBIT 99.1
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