Mon, Mar. 14, 11:21 AM
- Two weeks after announcing an $0.85/share deal ($0.19/share higher than the price of its initial deal) to acquire Anadigics (ANAD -0.1%), II-VI (IIVI -0.4%) says 47.8M Anadigics shares (52.9% of the company's common stock) were validly tendered through a tender offer. Another 4.2M shares were delivered through notices of guaranteed delivery.
- II-VI and subsidiary Regulus Acquisition plan to "effect a merger" between Regulus and Anadigics once the tendered shares are accepted and paid for. The deal is expected to close by March 18.
Mon, Feb. 29, 9:14 AM
- The end of the bidding war, or just another stage? Four days after Anadigics (NASDAQ:ANAD) announced an $0.85/share offer from China's "Party B," the company says it has agreed to a revised $0.85/share deal with II-VI (NASDAQ:IIVI). (PRs: Anadigics, II-VI)
- Anadigics says it no longer considers Party B's bid superior, given II-VI matched the offer price and is providing a loan (a credit line worth up to $10M) to address Anadigics' "deteriorating liquidity position," and given a II-VI deal wouldn't be subject to a CFIUS review.
- II-VI is now paying $0.19/share more than what it originally agreed to acquire Anadigics for, and $0.49/share more than what GaAs Labs was once set to acquire Anadigics for. Anadigics closed on Friday at $0.85.
- Prior Anadigics coverage
Thu, Feb. 25, 9:20 AM
- The bidding war (still) continues: The Chinese suitor known as Party B is now offering $0.04/share more for Anadigics (NASDAQ:ANAD) than what II-VI (NASDAQ:IIVI) offered on Tuesday. Anadigics' board deems Party B's bid a "superior offer."
- II-VI has two business days to deliver an offer that would lead Anadigics to no longer consider Party B's bid superior. Anadigics closed on Wednesday at $0.83; its market cap stands at $74M.
- Prior Anadigics coverage
Wed, Feb. 24, 9:18 AM
- II-VI's (NASDAQ:IIVI) latest offer for Anadigics (NASDAQ:ANAD) matches the latest offer delivered by a Chinese suitor (referred to as Party B), and is $0.15/share above II-VI's original deal to acquire Anadigics. Anadigics no longer considers Party B's offer superior to II-VI's.
- For those keeping score, the latest bids for Anadigics are 131% above the $0.35/share price at which Anadigics had once agreed to sell itself (to GaAs Labs).
- Party B has until 11:59PM ET today to deliver an offer Anadigics' board considers superior to II-VI's latest bid. Anadigics closed yesterday at $0.77.
Fri, Feb. 19, 5:43 PM
- II-VI (NASDAQ:IIVI) has raised its offer for Anadigics (NASDAQ:ANAD) by $0.07/share to $0.73/share. Anadigics' board "intends to consider carefully" the new offer.
- News of the revised bid comes two days after Anadigics disclosed a Chinese suitor (referred to as Party B) had delivered a $0.78/share offer that Anadigics' board deems to be a superior proposal to the $0.66/share deal Anadigics previously agreed to with II-VI. Among other things, the Chinese suitor is willing to pay a reverse termination fee in the event it's unable to close its purchase of Anadigics.
- Anadigics closed today at $0.736. Shares haven't yet moved after hours.
Wed, Feb. 17, 4:16 PM
- Following a fresh set of deal term revisions, Anadigics (NASDAQ:ANAD) states a $0.78/share buyout offer delivered yesterday from a Chinese suitor referred to as "Party B" is superior to the company's $0.66/share deal to sell to II-VI (NASDAQ:IIVI). II-VI has three business days to respond.
- Anadigics: "To protect the Company and its stockholders in the event the closing of the proposed merger transaction with Party B does not close in a timely manner or at all as a result of the review process to be conducted by the Committee on Foreign Investment in the United States, the February 16, 2016 Party B Proposed Merger Agreement provides, among other things, that, under certain circumstances identified therein, Party B will make a loan available to the Company and/or pay to the Company a reverse termination fee."
- ANAD +2.7% after hours to $0.70.
- Prior Anadigics coverage
Mon, Jan. 25, 8:15 AM
- The unnamed Chinese suitor referred to as "Party B" during the Anadigics (NASDAQ:ANAD) bidding war has made a $0.76/share buyout offer that Anadigics thinks "could reasonably be expected to lead to a 'Superior Offer,'" as defined by the terms of the company's recent $0.66/share deal to sell to II-VI (NASDAQ:IIVI).
- Anadigics cautions Party B's proposal still doesn't "contain all of the material provisions that the Company's Board of Directors believes are necessary to protect the Company and its stockholders." The company previously voiced concerns about U.S. regulators and other risks that could prevent a deal from closing "in a timely manner or at all." The board has directed Anadigics' management and advisors to negotiate with Party B to resolve all issues.
- Anadigics has risen to $0.685 premarket.
- Prior Anadigics coverage
Tue, Jan. 19, 11:51 AM
- II-VI (IIVI -0.4%) is acquiring RF chipmaker Anadigics (ANAD -2.7%) for $0.66/share in cash. Anadigics, which has seen a bidding war break out for the company in recent weeks, last week announced it's backing a $0.66/share offer from an unnamed party - private GaAs Labs, which once had a $0.35/share deal to buy Anadigics, most recently bid $0.62/share for the company.
- Anadigics states a $0.75/share offer it received from a still-unnamed party (referred to as Party B) involved a Chinese suitor, and that it was rejected partly due to "regulatory and other risks that render uncertain Party B's ability to close a merger transaction with the Company in a timely manner or at all." Anadigics was also worried about business risk related to a delayed or failed deal closing.
- II-VI is also acquiring EpiWorks, a provider of epitaxial wafers used to manufacture RF chips and optical components, for $43M in cash + a $6M earn-out. Both deals are expected to close within 60 days, and will be financed via available cash and credit facility borrowings. EpiWorks had 2015 revenue of ~$14M; Anadigics had revenue of $46M over the first 9 months of 2015.
- II-VI on Anadigics: "ANADIGICS, Inc. brings to II-VI a high volume foundry unmatched in the production of 6-inch gallium arsenide (GaAs) wafers. The acquisition of this foundry adds capacity more quickly and economically than building it new. II-VI believes that controlling a scalable infrastructure is critical for extending the Company's Laser Enterprise product portfolio technology and positioning II-VI as the world leader in VCSEL technology."
- II-VI on EpiWorks: "Its 25,000-square foot, Class 1000 cleanroom epi foundry will provide significant expansion of II-V'Is product portfolio. EpiWorks' expertise dovetails with II-VI's core competencies as an engineered materials company." The company also notes the VCSEL market is expected see 20%+ annual growth going forward.
- Separately, II-VI says it now expects FQ2 (calendar Q4) revenue of $189M-$191M and EPS of $0.28-$0.30, above a consensus of $188.8M and $0.25.
Oct. 10, 2013, 5:26 PM
- II-VI (IIVI) has decided to exercise a 30-day option to acquire Oclaro's (OCLR) amplifier/micro-optics unit for $88.6M in cash. The option was granted in tandem with II-VI's $115M purchase of Oclaro's gallium arsenide laser diode business, which sent the latter's shares flying higher.
- The amplifier/micro-optics business had revenue of $94M in Oclaro's FY13 (ended June '13). Thanks to the sale, 145 more Oclaro employees will be joining II-VI.
- II-VI expects the unit to generate FY14 (ends June '14) revenue of $60M-$65M. It's expected to be neutral to earnings (exc. one-time expenses) in FY14, and accretive in FY15. The purchase will be financed using cash on hand and a credit facility.
- Separately, Oclaro announces CFO Jerry Turin, who has held the position for five years, is resigning, effective Nov. 8. Oclaro expects to name a successor on or before that date.
- OCLR +8.1% AH
Sep. 12, 2013, 9:45 AM
- In addition to acquiring Oclaro's (OCLR +40.6%) gallium arsenide laser diode ops, II-VI (IIVI -3.6%) has paid $5M to obtain an exclusive 30-day option to buy Oclaro's optical amplifier/micro-optics unit for $88M in cash. The option purchase helps pay for the acquisition is exercised. (PR)
- II-VI is paying $100M in cash for the laser diode business, and letting Oclaro hold onto $15M in receivables.
- With Oclaro only having a market cap of $98.4M as of yesterday's close, and with the company having been bleeding cash and struggling to integrate recent acquisition Opnext, investors are quite enthusiastic about the deal.
- Oclaro asserts selling the laser diode business (focused on industrial/consumer applications) will allow it to lower its cost structure and focus on the optical component market. The company plans to continue manufacturing some laser diodes in China, and supply them to II-VI.
- Oclaro plans to use the proceeds to repay its bridge financing. It had $100M in debt on its balance sheet as of March 30, and $76.5M in cash/equivalents.
- The company will finally release its FQ4 (June quarter) results on Sep. 16. The II-VI deal will be discussed during the earnings CC (5PM ET).
Nov. 26, 2012, 9:00 AM
Oclaro (OCLR) is selling its thin-film filter and interleaver optical component units for $27M in cash. II-VI (IIVI) will buy the latter business, and private Photop Technologies the former. Oclaro expects the deals to lower its Dec. quarter sales by about $2M. Though the optical component market in general has had a rough time, "passive" components such as filters and interleavers (as compared with "active" components such as amplifiers and lasers) have especially been subject to intense price/margin pressure.| Nov. 26, 2012, 9:00 AM