Haven't been able to post properly to Yahoo for a couple of days. Go to http://www.sec.gov/Archives/edgar/data/940332/000119312515387052/d17666dex99a1a.htm#otptoc17666_13 and look at para 10 for the background of the offer
Interesting that GaAs offered $0.38 to $0.42 as late as 16 Oct but revised their offer to $0.35 on Nov 7 based on "the potential for greater than expected future operating losses at Anadigics." Here's the whole history:
GaAs Labs regularly evaluates potential investments in other companies, including potential strategic acquisitions of other companies.
On or about April 23, 2014, John Ocampo, President of GaAs Labs, met with Ron Michels, Chairman and Chief Executive Officer of Anadigics, to discuss that GaAs Labs might be interested in exploring a potential transaction with Anadigics.
On or about September 11, 2015, Mr. Ocampo spoke via telephone with Mr. Michels to again discuss a potential transaction between GaAs Labs and Anadigics.
On September 15, 2015, Mr. Ocampo and Mr. Michels executed a Mutual Non-Disclosure and Standstill Agreement.
From September 16, 2015 through November 11, 2015, Messrs. Ocampo and Michels discussed via telephone various due diligence and transaction matters.
From September 16, 2015 to September18, 2015, Mr. Michels sent Mr. Ocampo various information regarding Anadigics, including an investor presentation, latest balance sheet and information regarding the Anadigics’s fabrication facility.
You could sell ANAD and immediately buy MTSI, but would the IRS permit you to take the ANAD capital loss or treat it as a wash sale? A wash sale occurs when an individual sells a security at a loss, and within 30 days before or after this sale, buys a “substantially identical” stock or security. Seems open to pretty wide interpretation...
On 13 Nov, I wrote: "...ANAD at the current $.0335 will return about 4.5% on your money over no more than 10 weeks, sweetened by the possibility of an even higher offer,"
Looks like someone had the same idea. See Seeking Alpha for his article.
I hate to be a downer, but shouldn't we consider the possibility that GaAs Labs' bid is not sincere, but strictly a stalking horse designed to ferret out other potential buyers for ANAD? After all, I can find no penalty for GaAs Labs if they unilaterally withdraw from the agreement. Conversely, if ANAD accepts a superior offer, it must pay GaAs Labs a $1.2M termination fee. Perhaps that is why we still see ANAD selling at a significant discount to the agreed sales price of $0.35 per share.
What am I missing?
Yep, it was always a spec. I just rode it too long. C'est la vie...I'll take the write-off.
Ultimately, I think the market will let us know whether this buyout is a good deal or not. You can bet that folks in the industry are taking a hard look at it. So let's see if we get a counter offer after the dust settles. If not, I think we can assume it was fair and prudent. But I would still like to have heard an explanation from Ron.
With the exception of ANAD, I've been out of the market going on some months now, and it looks increasingly like that decision was the right one. I believe we're about to pay the piper for all the market artificialities since 2008.
If this deal goes through, purchasing ANAD at the current $.0335 will return about 4.5% on your money over no more than 10 weeks, sweetened by the possibility of an even higher offer. That seems pretty attractive. What am I missing? Is there any penalty if GaAs withdraws?
I imagine a host of law firms--which circle like vultures over these kinds of deals--will take a hard look at this, not that it will do individual shareholders a lot of good.
Is it normal to cancel the quarterly conference call in a buyout? I think management at least owes us an explanation as to why they think this deal was both prudent and the best they could achieve. Silence does not help their case.
"On November 9, 2015, the Company entered into an amendment (the “Amendment”) to the employment agreement dated October 30, 2013 with its Chairman and Chief Executive Officer, Ronald L. Michels, to extend the expiration date of that agreement from December 31, 2015 to December 31, 2017. All other terms and conditions of Mr. Michels’ employment agreement remain in full force and effect."
I am left with one nagging question. Could management have been so Machiavellian as to purposely run this company into the ground in order to take it private? After all, it looks like the management all still have jobs and, I suspect, a stake in a now private company. Any future profitability now goes into their pockets.
Just what is this company--including its 6" fab and intellectual property really worth? Will we ever know? Such is Wall Street...
The prospects of ANAD pulling off a six-bagger and recovering to $1.50 amidst what I believe is currently slowing demand and cut-throat competition was pretty darn slim. Yes, I should have sold out a long, long time ago, but after last quarter’s precipitous drop, about the best I could hope for was a partial recovery through a buy-out, and that’s exactly what I got.
At fear of being accused of making a silk purse out of a sow’s ear, I look on the bright side: I’ve got a hell of a capital loss write-off, the promise of $33,000 more in my pocket today than I had yesterday and the prospect of a little more if another suitor appears before 6 Dec.
I do feel for the recent shorts who also just got their head handed to them, but such is life.
Jessica, you need to learn how to read a Form 4. On 17 Aug, Timothy Laverick forfeited 6,666 shares of restricted stock that did not vest because performance goals were not met. That left him with the 271,531 shares you cited. In short, 271,531 shares is what he owns, not what he sold (or forfeited). Perhaps you're the one with an agenda?