UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
ANADIGICS, Inc.
(Name of Subject Company)
ANADIGICS, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
032515108
(CUSIP Number of Class of Securities)
Ronald L. Michels
Chairman and Chief Executive Officer
ANADIGICS, Inc.
141 Mt. Bethel Road
Warren, New Jersey 07059
(908) 668-5000
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
Copies to:
W. Raymond Felton
Greenbaum, Rowe, Smith & Davis LLP
P.O. Box 5600
Woodbridge, New Jersey 07095
(908) 549-5600
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 8 ("Amendment No. 8") amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Anadigics, Inc. ("ANADIGICS" or the "Company") with the Securities and Exchange Commission (the "SEC") on November 24, 2015, Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 7, 2015, Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 16, 2015, Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 18, 2015, Amendment No. 4 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 23, 2015, Amendment No. 5 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 24, 2015, Amendment No. 6 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 30, 2015 and Amendment No. 7 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 31, 2015 (as amended, the "Schedule 14D-9"). The Schedule 14D-9 relates to the tender offer by Aloha Acquisition Sub, Inc., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Aloha Holding Company, Inc., a Delaware corporation ("Parent"), which is a wholly-owned subsidiary of GaAs Labs, LLC, a California limited liability company (“GaAs Labs” and together with Purchaser and Parent, the “Offerors”), to purchase all of the outstanding shares of the Company's common stock, $0.01 par value per share, at a purchase price of $0.35 per share, net to the seller in cash without any interest and subject to any applicable withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 24, 2015, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on November 24, 2015 (as amended and supplemented from time to time, the "Schedule TO"), and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO.
Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 8. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The following paragraphs are hereby added immediately after the last paragraph under the heading "The Solicitation or Recommendation—Background of the Offer and the Merger" on page 17 of the Schedule 14D-9:
"On January 4, 2016, GaAs Labs delivered to the Company a proposed further amendment to the Merger Agreement, which proposed amendment, among other things, increases the offer price to $0.58 per Share (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 defined in the 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 the Company’s 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 ("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 the Company’s 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 ("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 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 and the Board’s intention to effect a change of recommendation and to terminate the Merger Agreement. As provided in the GaAs Labs Merger Agreement, GaAs Labs has two (2) business days in which to deliver to the Company a proposal that would cause Party A's January 5, 2016 Proposed Amended Merger Agreement to no longer constitute a Superior Offer during which period the Board may not change its recommendation nor terminate the Merger Agreement."
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following exhibit thereto:
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Exhibit No. |
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Description |
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(a)(5)(G)
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Press Release issued by the Company on January 6, 2016 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2016). |
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.
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ANADIGICS, Inc. |
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By: |
/s/ Ronald L. Michels |
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Name: Ronald L. Michels |
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Title: Chairman and Chief Executive Officer |
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Dated: January 6, 2016
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