anad20160217 8k proof

Filer: Anadigics, Inc. Form Type: 8-K Project: anad20160217_8k
Sequence: 1
Created By: RDG Filings Created At: 2/17/2016 1:23:28 PM MST
Document Type: 8-K Description: FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 17, 2016
ANADIGICS, Inc.
(Exact Name of Registrant as Specified in Charter)
__________________________
Delaware
(State or Other Jurisdiction
of Incorporation)
0-25662
(Commission
File Number)
141 Mt. Bethel Road
Warren, New Jersey
(Address of Principal Executive Offices)
22-2582106
(IRS Employer
Identification No.)
07059
(Zip Code)
(908) 668-5000
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
____________________________________
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Filer: Anadigics, Inc. Form Type: 8-K Project: anad20160217_8k
Document Type: 8-K Description: FORM 8-K
Sequence: 2
Created By: RDG Filings Created At: 2/17/2016 1:23:28 PM MST
Item 8.01 Other Events.
On February 17, 2016, ANADIGICS, Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a competing bidder’s proposal to
acquire the Company at a price of $0.78 per share constitutes a "Superior Offer," as that term is defined in the Agreement and Plan of Merger dated January 15, 2016 by
and among the Company, II-VI Corporation, a Delaware corporation, and Regulus 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 February 17, 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: February 17, 2016 ANADIGICS, INC.
By: /s/ Ronald L. Michels
Name: Ronald L. Michels
Title: Chairman and Chief Executive Officer
2
Filer: Anadigics, Inc. Form Type: 8-K Project: anad20160217_8k
Document Type: EX-99.1 Document Type: 8-K Description: FORM 8-K
Description: EXHIBIT 99.1
Sequence: 1
Created By: RDG Filings Created At: 2/17/2016 1:23:28 PM MST
EXHIBIT 99.1
ANADIGICS ANNOUNCES THAT ITS BOARD OF DIRECTORS HAS DECLARED
A COMPETING BIDDER'S PROPOSAL TO ACQUIRE THE COMPANY AT A
PRICE OF $0.78 PER SHARE CONSTITUTES A "SUPERIOR OFFER"
WARREN, N.J., February 17, 2016 — ANADIGICS, Inc. (Nasdaq: ANAD) (“ANADIGICS” or the “Company”) today announced that, on February 16, 2016, the
competing bidder that has been identified in the Company's prior announcements as "Party B" delivered to the Company a further set of amendments to its January 21,
2016 unsolicited offer letter and proposed merger agreement and certain related agreements (collectively, the "February 16, 2016 Party B Proposed Merger
Agreement"). Through the February 16, 2016 Party B Proposed Merger Agreement, Party B has offered, subject to the terms thereof, to acquire all of the outstanding
shares of ANADIGICS common stock on a fully-diluted basis for $0.78 per share net in cash, pursuant to an all-cash one-step merger. To protect the Company and its
stockholders in the event the closing of the proposed merger transaction with Party B does not close in a timely manner or at all as a result of the review process to be
conducted by the Committee on Foreign Investment in the United States, the February 16, 2016 Party B Proposed Merger Agreement provides, among other things,
that, under certain circumstances identified therein, Party B will make a loan available to the Company and/or pay to the Company a reverse termination fee. By its
terms, the offer contained in the February 16, 2016 Party B Proposed Merger Agreement expires on February 23, 2016.
The Company's Board of Directors, after consultation with its financial and legal advisors, has unanimously determined in good faith that the February 16, 2016 Party B
Proposed Merger Agreement is an Acquisition Proposal that constitutes a Superior Offer, as those terms are defined in the previously announced January 15, 2016
agreement and plan of merger pursuant to which an affiliate of II-VI has offered to acquire all of the outstanding shares of ANADIGICS common stock on a fully
diluted basis for $0.66 per share net in cash, pursuant to an all-cash tender offer and second-step merger (the "II-VI Merger Agreement").
In accordance with the terms of the II-VI Merger Agreement, the Company has notified II-VI of the February 16, 2016 Party B Proposed Merger Agreement and the
determination by the Company's Board of Directors that said Acquisition Proposal constitutes a Superior Offer, as defined in the II-VI Merger Agreement. As provided
in the II-VI Merger Agreement, II-VI has three (3) business days in which to deliver to the Company an acquisition proposal that would cause the February 16, 2016
Party B Proposed Merger Agreement to no longer constitute a Superior Offer.
___
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.
Filer: Anadigics, Inc. Form Type: 8-K Project: anad20160217_8k
Document Type: EX-99.1 Document Type: 8-K Description: FORM 8-K
Description: EXHIBIT 99.1
Sequence: 2
Created By: RDG Filings Created At: 2/17/2016 1:23:28 PM MST
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