2016-01-21

II-VI Buys Anadigics for US $61M

ANADIGICS announced that, on January 15, 2016, it entered into a definitive agreement and plan of merger pursuant to which II-VI Incorporated ("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").  The offer price in the II-VI Merger Agreement constitutes an increase of $0.31 per share over the November 11, 2015 agreement and plan of merger pursuant to which affiliates of GaAs Labs, LLC 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").  On January 12, 2016, the Company announced that the $0.66 per-share offer from II-VI (an "Excluded Party," as defined in the GaAs Labs Merger Agreement, and referred to in the Company's January 12, 2016 announcement as "Party A") had been determined by the Company's Board of Directors to constitute a "Superior Offer," as that term is defined in the GaAs Labs Merger Agreement.
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