UPDATE: Anadigics (ANAD) Tops Q3 EPS by 1c; Enters Merger Agreement with GaAs Labs Affiliates

Anadigics (NASDAQ: ANAD) reported Q3 EPS of ($0.06), $0.01 better than the analyst estimate of ($0.07). Revenue for the quarter came in at $12.1 million versus the consensus estimate of $12.22 million.

Anadigics also announced the Company has entered into a definitive agreement and plan of merger (the “Agreement”) with affiliates of GaAs Labs, LLC (collectively, “GaAs Labs”) and reported financial results for the third quarter of 2015. The Company will be acquired for $0.35 per share through a cash tender offer, representing a premium of 38.2% percent based on the average closing price of ANADIGICS’ shares of common stock during the 30-day trading period ended November 11, 2015.

“We are excited to announce the planned transaction with GaAs Labs,” stated Ron Michels, chairman and CEO of ANADIGICS. “We believe it will provide a platform to accelerate innovation and product development in support of revenue growth in our key target markets of CATV, Small Cell, WiFi and optical. GaAs Labs brings a wealth of RF semiconductor industry knowledge and a proven track record of success that we expect will strengthen our ability to provide our customers with a broader portfolio of innovative and valuable product offerings.”

“We are thrilled to add ANADIGICS, an innovator of RF solutions for infrastructure and optical market applications, to our RF semiconductor portfolio,” said John Ocampo, co-founder and president of GaAs Labs. “We look forward to leveraging ANADIGICS’ products and technologies as a platform for growth in an array of exciting communications markets."

Tender Offer and Closing

Under the terms of the Agreement, GaAs Labs will commence a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock of ANADIGICS (the “Shares”) at a purchase price of $0.35 per share, net to the seller in cash, without interest, less any applicable withholding taxes. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the Agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $0.35 per share in cash. The tender offer is subject to customary conditions, including the tender of at least a majority of the outstanding shares of ANADIGICS' common stock on a fully diluted basis and obtaining certain regulatory approvals, and is expected to close in December 2015 or January 2016. Terms of the Agreement were unanimously approved by the board of directors of ANADIGICS. Upon completion of the Offer and subject to the terms and conditions of the Agreement, ANADIGICS will operate as a wholly-owned subsidiary of GaAs Labs.

Under the terms of the Agreement, ANADIGICS may solicit superior proposals from third parties for a "go-shop" period of 25 calendar days continuing through December 6, 2015. It is not anticipated that any developments will be disclosed with regard to this process unless and until ANADIGICS' board of directors makes a decision to pursue a potential superior proposal. Needham & Company, LLC, financial advisor to ANADIGICS, will assist with the go-shop process. There are no guarantees that this process will result in a superior proposal. The Agreement provides GaAs Labs with a customary right to match a superior proposal. The Agreement also provides for certain break-up fees payable to GaAs Labs in connection with the termination of the Agreement under certain circumstances.

Needham & Company, LLC is acting as financial advisor, and Greenbaum Rowe Smith & Davis, LLP is acting as legal adviser to ANADIGICS. Perkins Coie LLP is acting as legal advisor to GaAs Labs.

For earnings history and earnings-related data on Anadigics (ANAD) click here.

You May Also Be Interested In

• Burry doubles down on Nebius short after stock surges 34% on earnings
• SPAR Group (SGRP) Reports Q2 EPS of $0.04
• Wolfe Research downgrades Stryker, upgrades Abbott in med-tech shuffle