Broadband wireless and wireline communications component maker Anadigics Inc of Warren, NJ, USA says that, on 18 February, II-VI Inc of Saxonburg, PA, USA delivered a set of proposed amendments to its 15 January agreement to acquire Anadigics for $0.66 per share.
The proposed amendments involve an increase in its offer price to $0.73 per share and the extension of a loan to Anadigics in the event that the proposed merger transaction does not close in a timely manner.
This follows a competing bidder designated 'Party B' on 16 February delivering a further set of amendments to its latest proposal (made on 1 February) to acquire Anadigics for $0.78 per share. Previously, the unnamed Party B initially (on 31 December) made an unsolicited offer of $0.68 per share, before raising its bid on 8 January to $0.70 per share, then $0.75 per share on 19 January, then $0.76 per share on 21 January. However, the proposal failed to include certain material terms and conditions requested by Anadigics.
In the meantime, on 15 January Anadigics had agreed for II-VI Inc to acquire it for $0.66 per share. That superseded a prior offer from GaAs Labs LLC to acquire it for $0.62 per share (leading to II-VI paying the deal termination fee owed by Anadigics to GaAs Labs). GaAs Labs had originally (on 11 November) proposed to acquire Anadigics for $0.35 per share.
Because Party B is a Chinese company, in order to protect Anadigics and its stockholders, the 16 February agreement provides that, in the event that the closing of its proposed acquisition could be delayed or thwarted by the review process to be conducted by the Committee on Foreign Investment in the United States (CFIUS), Party B would make a loan available to Anadigics and/or pay a reverse termination fee. Party B's offer was due to expire on 23 February.
After consultation with its financial and legal advisors, Anadigics' board determined that Party B's 16 February proposal (of $0.78 per share) constituted a 'superior offer' (as defined in the 15 January II-VI merger agreement).
In accordance with the terms of the II-VI merger agreement, Anadigics notified II-VI of Party B's 16 February proposed agreement and that it had three business days to deliver an acquisition proposal that would cause Party B's proposal to no longer constitute a superior offer.
Now that II-VI has delivered its amended acquisition proposal of 18 February, Anadigics' board of directors has confirmed that it intends to consider the proposal.