II-VI Incorporated Successfully Completes Tender Offer for Shares of ANADIGICS, Inc. (Nasdaq: ANAD)
March 14 2016 - 6:55AM
II-VI Incorporated (Nasdaq:IIVI), a leader in engineered materials
and optoelectronic components, announced today the successful
completion of the tender offer by its wholly-owned acquisition
subsidiary for all outstanding shares of common stock of ANADIGICS,
Inc. (Nasdaq:ANAD) ("Anadigics") for $0.85 per share in cash (the
“Offer”).
The Offer and withdrawal rights expired at 11:59 P.M. (New York
City time) on March 11, 2016. Computershare Trust Company,
N.A., the depositary for the tender offer, has indicated
preliminarily that approximately 47,782,407 shares were validly
tendered in the Offer and not validly withdrawn (not including
approximately 4,218,728 shares delivered through notices of
guaranteed delivery), representing approximately 52.92% of the
outstanding common stock of Anadigics.
II-VI’s wholly owned subsidiary, Regulus
Acquisition Sub, Inc. (“Regulus”), will accept for payment in
accordance with the terms of the Offer all shares that were validly
tendered and not validly withdrawn prior to the expiration of the
Offer (including all shares delivered through notices of guaranteed
delivery), and payment for such shares will be made promptly, in
accordance with the terms of the Offer.
II-VI and Regulus expect to effect a merger of
Regulus with and into Anadigics without a vote or meeting of
Anadigics shareholders promptly following acceptance of and payment
for the tendered shares. The merger is expected to be
completed by March 18, 2016. In the merger, each outstanding
share of Anadigics common stock not tendered and purchased in the
Offer (other than those as to which holders properly exercise
dissenters rights, if any) will be converted into the right to
receive the same $0.85 per share price, without interest and less
any applicable withholding taxes, that was paid in the tender
offer. As a result of the merger, Anadigics will become a
wholly owned subsidiary of II-VI. Following the merger,
Andigics’s common stock will be delisted and cease to be traded on
the Nasdaq.
About II-VI IncorporatedII-VI
Incorporated, a global leader in engineered materials and
opto-electronic components, is a vertically integrated
manufacturing company that develops innovative products for
diversified applications in the industrial, optical communications,
military, life sciences, semiconductor equipment, and consumer
markets. Headquartered in Saxonburg, Pennsylvania, with research
and development, manufacturing, sales, service, and distribution
facilities worldwide, the Company produces a wide variety of
application-specific photonic and electronic materials and
components, and deploys them in various forms including integrated
with advanced software to enable our customers’ success.
Forward-looking StatementsThis
press release contains forward-looking statements relating to
future events and expectations that are based on certain
assumptions and contingencies. The forward-looking statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and relate to the
Company's performance on a going-forward basis. The forward-looking
statements in this press release involve risks and uncertainties,
which could cause actual results, performance or trends to differ
materially from those expressed in the forward-looking statements
herein or in previous disclosures. The Company believes that all
forward-looking statements made by it in this release have a
reasonable basis, but there can be no assurance that management's
expectations, beliefs or projections as expressed in the
forward-looking statements will actually occur or prove to be
correct. In addition to general industry and global economic
conditions, factors that could cause actual results to differ
materially from those discussed in the forward-looking statements
in this press release include, but are not limited to: (i) the
failure of any one or more of the assumptions stated above to prove
to be correct; (ii) the risks relating to forward-looking
statements and other "Risk Factors" discussed in the Company's
Annual Report on Form 10-K for the fiscal year ended
June 30, 2015; (iii) the purchasing patterns of customers and
end-users; (iv)
the timely release of new products, and
acceptance of such new products by the market; (v) the introduction
of new products by competitors and other competitive responses;
(vi) the Company's ability to assimilate recently acquired
businesses, and risks, costs and uncertainties associated with such
acquisitions; and/or (vii) the Company's ability to devise and
execute strategies to respond to market conditions. The Company
disclaims any obligation to update information contained in these
forward-looking statements whether as a result of new information,
future events or developments, or otherwise.
CONTACT:
II-VI Incorporated
Mary Jane Raymond, Chief Financial Officer
(724) 352-4455
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