Anadigics - endgültige Vereinbarung mit GaAs Labs - 500 Beiträge pro Seite

[Schulle69]

Just out re ANAD - NEWS - looks interesting.....

posted on Nov 12, 15 08:33AM (Log in to use the IP Check tool) [?]


ANADIGICS Announces Definitive Agreement and Plan of Merger With Affiliates of GaAS Labs, LLC and Third Quarter Results
Ticker Symbol: U:ANAD


Cash Tender Offer in Amount of $0.35 per Share or Approximately $32 Million
Quarterly Net Sales of $12.1 Million
Non-GAAP Gross Margin of 14.3%
Quarterly GAAP EPS ($0.07); Non-GAAP EPS ($0.06)

WARREN, N.J., Nov. 12, 2015 (GLOBE NEWSWIRE) -- ANADIGICS, Inc. (Nasdaq:ANAD) (the “Company”), a world leader in radio frequency solutions, today 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.

Third Quarter Financial Results

ANADIGICS released its third quarter results on Thursday, November 12, 2015. For the third quarter, the Company had net sales of $12.1 million, a sequential decrease of 23.3%, and non-GAAP gross profit for the third quarter of 2015 was 14.3%, a sequential decline of 617 basis points driven principally by the lower revenue.

Non-GAAP operating expenses for the third quarter of 2015 were $7.5 million, compared to $7.7 million in non-GAAP operating expenses for the second quarter of 2015.

GAAP net loss for the third quarter of 2015 was $6.2 million, or ($0.07) per diluted share. Non-GAAP net loss for the third quarter of 2015 was $5.7 million, or ($0.06) per share.

As of October 3, 2015, cash and cash equivalents totaled $11.7 million, or net cash of $7.9 million, after excluding $3.8 million drawn under the Company’s credit facility with Silicon Valley Bank (SVB). SVB provided a waiver on the minimum EBITDA covenant as of October 3, 2015 related to the three-month period then ended. Consequently, as of October 3, 2015, the Company was in full compliance with the covenants of the SVB loan agreement.

This press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income and loss per share. Management uses these measures to evaluate the Company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the Company's business from the same perspective as the Company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude amounts related to stock-based compensation, marketable securities’ adjustments, certain non-recurring charges to cost of goods and restructuring charges. Non-GAAP measures are used by some investors when assessing the ongoing operating and financial performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However, the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP.

Limitations of non-GAAP financial measures.

The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANADIGICS industry, and (ii) they exclude financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing reconciliations of reported net income or loss and income or loss per share to non-GAAP net income or net loss and non-GAAP income or loss per share, respectively, within this press release.

Conference Call

In light of the announcement of the definitive agreement and plan of merger, the conference call to discuss the third quarter earnings previously scheduled for 5:00 p.m. ET on November, 12, 2015 has been cancelled and the Company will not be providing guidance for the fourth quarter of 2015.

[Schulle69]

Das Übernahmeangebot wird vorläufig bis 8. Januar 2016 verlängert. Den Aktienkurs freut es.
http://www.businesswire.com/news/home/20151224005026/en/GaAs…

[R-BgO]

jetzt kam ein Angebot von II-VI für 66c...

[Schulle69]

O,76$ pro Aktie
http://finance.yahoo.com/news/anadigics-announces-competing-…