WARREN, N.J., Jan. 12, 2016 (GLOBE NEWSWIRE) -- ANADIGICS, Inc. (Nasdaq:ANAD) (“ANADIGICS” or the “Company”) today announced that affiliates of GaAs Labs, LLC ("GaAs Labs") delivered to the Company, on January 7, 2016, two proposed further amendments to the previously announced November 11, 2015 agreement and plan of merger pursuant to which GaAs Labs offered to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for $0.35 per-share net in cash, pursuant to an all-cash tender offer and second-step merger (the "GaAs Labs Merger Agreement"). The first proposed amendment, among other things, if approved by the Company’s Board of Directors, would have amended the GaAs Labs Merger Agreement to increase the Termination Fee (as defined in the GaAs Labs Merger Agreement). If the first proposed amendment were approved by the Company’s Board of Directors, GaAs Labs proposed a second amendment to increase the per-share offer price to $0.62 net in cash (the "January 7, 2016 Conditional Proposed Amended GaAs Labs Merger Agreement").

As announced by the Company on January 6, 2016, an “Excluded Party,” as such term is defined in the GaAs Labs Merger Agreement (“Party A”) had submitted an offer, dated January 5, 2016 which increased Party A’s offer price to $0.62 per share net in cash and had been designated by the Company’s Board of Directors as a “Superior Offer,” as that term is defined in the GaAs Labs Merger Agreement. On January 11, 2016, Party A delivered to the Company a further amended proposed merger agreement that, subject to the terms thereof, offers to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for an increased per-share price of $0.66 net in cash, pursuant to an all-cash tender offer and second-step merger ("Party A's January 11, 2016 Proposed Amended Merger Agreement").

On January 8, 2016, another Excluded Party ("Party B"), whose January 5, 2016 proposed merger agreement was referenced in the Company's January 6, 2016 announcement, delivered to the Company two alternative further revised proposed merger agreements pursuant to which Party B offered, subject to the varying terms thereof, to acquire all of the outstanding shares of ANADIGICS common stock on a fully diluted basis for either $0.68 per-share net in cash or $0.70 per-share net in cash, respectively, pursuant to an all-cash tender offer and second-step merger ("Party B's January 8, 2016 Proposed Amended Merger Agreement"). However, Party B's January 8, 2016 Proposed Amended Merger Agreement fails to include certain material terms and conditions requested by the Company for the protection of the Company and its stockholders. While the Company continues to negotiate with Party B concerning certain material terms and conditions that the Company has requested be included in Party B's January 8, 2016 Proposed Merger Agreement, there can be no assurance that the Company and Party B will reach agreement on those terms and conditions or, if they do, that any further amended proposed merger agreement that Party B may deliver to the Company will be deemed acceptable to the Company's Board of Directors.

After consulting with its financial and legal advisors concerning the January 7, 2016 Conditional Proposed Amended GaAs Labs Merger Agreement, Party A's January 11, 2016 Proposed Amended Merger Agreement and Party B's January 8, 2016 Proposed Amended Merger Agreement, the Company's Board of Directors has unanimously determined that Party A's January 11, 2016 Proposed Amended Merger Agreement, offering a per-share price of $0.66 net in cash, constitutes a Superior Offer.

In accordance with the terms of the GaAs Labs Merger Agreement, ANADIGICS has notified GaAs Labs of Party A's January 11, 2016 Proposed Amended Merger Agreement and the determination of the Company's Board of Directors that Party B's January 11, 2016 Proposed Merger Agreement constitutes a Superior Offer under the GaAs Labs Merger Agreement. As provided in the GaAs Labs Merger Agreement, GaAs Labs has two (2) business days in which to deliver to the Company an acquisition proposal that would cause Party A's January 11, 2016 Proposed Amended Merger Agreement to no longer constitute a Superior Offer.