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Written communication relating to an issuer or third party

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

______________________

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) November 9 , 201 5

ANADIGICS , Inc.

(Exact Name of Registrant as Specified in Charter)

__________________________

(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):

Merger Agreement

On November 11, 2015, ANADIGICS, Inc., a Delaware corporation (the “Company” or “Anadigics”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aloha Holding Company, Inc., a Delaware corporation (“Parent”), and Aloha Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), pursuant to which Parent will acquire Anadigics. The boards of directors of the Company, Parent and Purchaser have approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Purchaser has agreed to commence a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.01, of Anadigics (the “Shares”) at a purchase price of $0.35 per Share (the “Offer Price”), net to the seller in cash, without interest, less any applicable withholding taxes. The Purchaser agreed to commence the Offer as promptly as reasonably practicable, but not later than ten (10) business days after the date of the Merger Agreement, and the Offer must remain open for twenty (20) business days, subject to certain extensions of the Offer as set forth in the Merger Agreement. Upon completion of the Offer and subject to the terms and conditions of the Merger Agreement, the Purchaser will merge with and into Anadigics (the “Merger”), with Anadigics surviving as a wholly-owned subsidiary of Parent.

The consummation of the Offer and the Merger are subject to the satisfaction of certain closing conditions, including among others, that (a) there is validly tendered (and not validly withdrawn) the number of shares which, when added to any Shares owned by Parent or any of its subsidiaries would represent at least a majority of the outstanding Shares of Anadigics, and (b) other customary conditions as set forth in Annex I to the Merger Agreement have been satisfied or waived. The Offer is not subject to a financing condition.

The Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the Merger. At the Effective Time (as defined in...


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