- News
13 January 2016
Anadigics receives 'superior offer' of $0.66 per share after GaAs Labs matches competing bidder's $0.62
Broadband wireless and wireline communications component maker Anadigics Inc of Warren, NJ, USA says that, on 7 January, affiliates of GaAs Labs LLC delivered two proposed further amendments to its agreement of 11 November to acquire Anadigics for $0.35 per share in cash.
The first proposed amendment (if approved by Anadigics' board of directors) would have amended the GaAs Labs agreement to increase the termination fee. If the first proposed amendment were approved, GaAs Labs proposed a second amendment to increase the per-share offer price to $0.62.
This matches the $0.62 per-share price offered on 5 January by a competing bidder (Party A) that Anadigics' board of directors on 6 January designated a 'superior offer' (as defined per the initial GaAs Labs merger agreement of 11 November).
The competing bidder had previously (on 16 December) trumped GaAs Labs' initial $0.35 per share bid by offering $0.48 per share (forcing GaAs Labs to match it) before trumping it again by offering $0.54 per share (on 23 December), then again with $0.58 per share (on 29 December), and again to $0.62 per share (on 5 January). However, now (on 11 January) Party A has raised its offer again, from $0.62 to $0.66 per share.
Also, on 8 January, another Excluded Party (Party B), that on 31 December had offered to acquire Anadigics for $0.68 per share, delivered an amended bid of $0.70 per share. However, the proposal fails to include certain material terms and conditions requested by Anadigics. Anadigics says that, while it continues to negotiate with Party B, there can be no assurance that agreement can be reached, or that any further proposal will be deemed acceptable to the board.
In the meantime, after consulting with its financial and legal advisors, Anadigics' board has unanimously determined that Party A's proposed merger agreement of 11 January ($0.66 per share) constitutes a superior offer.
In accordance with the terms of the initial merger agreement, Anadigics has notified GaAs Labs of Party A's 11 January proposed amended merger agreement, and that it has two business days to deliver a proposal that would cause Party A's 11 January proposal to no longer constitute a superior offer.
GaAs Labs extends tender offer for Anadigics further to 25 January
GaAs Labs announces extension of tender offer for Anadigics
Anadigics declares new acquisition offer of $0.48 per share superior to GaAs Labs
Anadigics receives alternative acquisition proposals following GaAs Labs deal
Anadigics agrees to be acquired by GaAs Labs for $32m
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