ANADIGICS INC - FORM 8-K - February 17, 2016

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EX-99.1 - EXHIBIT 99.1 - ANADIGICS INCex99-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

 

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) February 17, 2016

 

ANADIGICS, Inc.

(Exact Name of Registrant as Specified in Charter)

__________________________

 

  

  

  

  

  

Delaware

  

0-25662

  

22-2582106

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

  

  

141 Mt. Bethel Road

Warren, New Jersey

  

07059

(Address of Principal Executive Offices)

  

(Zip Code)

 

(908) 668-5000

(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):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

 Item 8.01         Other Events.

 

On February 17, 2016, ANADIGICS, Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a competing bidder’s proposal to acquire the Company at a price of $0.78 per share constitutes a "Superior Offer," as that term is defined in the Agreement and Plan of Merger dated January 15, 2016 by and among the Company, II-VI Corporation, a Delaware corporation, and Regulus Acquisition Sub, Inc., a Delaware corporation. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

   

99.1            Press Release dated February 17, 2016.

   

 

 

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 17, 2016 

 

 

ANADIGICS, INC.

 

 

  By: /s/ Ronald L. Michels
   
  Name: Ronald L. Michels
   
  Title: Chairman and Chief Executive Officer

 

 

 

 

 

 

 

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