Whilst I confess my ignorance of these affairs, I should think the affair would be in the hands of the transferring banks and brokerages by Friday, at a minimum.
From Amendment No. 3 to SC TO-T:
"...The merger is expected to be completed by March 18, 2016. In the merger, each outstanding share of Anadigics common stock not tendered and purchased in the Offer (other than those as to which holders properly exercise dissenters rights, if any) will be converted into the right to receive the same $0.85 per share price, without interest and less any applicable withholding taxes, that was paid in the tender offer. As a result of the merger, Anadigics will become a wholly owned subsidiary of II-VI. Following the merger, Andigics’s common stock will be delisted and cease to be traded on the Nasdaq."
"This is the way the world ends.
This is the way the world ends.
This is the way the world ends
Not with a bang but a whimper."
T.S. Eliot, The Hollow Men, 1925
Barring an unexpected bid from Party B or another source, I'd recommend tendering your shares on the last day possible. Note that some brokerages want you to tender shares a day in advance of the actual cutoff, so check with your broker.
The end date is 26 May 2016, so if II-VI were tendered the majority of shares this week, it could sit on the deal if it so chose, for whatever reason.
I'm really surprised to see the current stock price so close to the tender offer price. Why wait a couple months for this to close when you can practically get full premium today, and without the risk of a black swan event that might derail the sale?
Could II-VI be acquiring shares on the open market? Does someone out there believe another offer is forthcoming? What am I missing?
Probably just administrative delay.
The 29 Feb 14D9/A reads: "...As of February 26, 2016, the Company had repaid Silicon Valley Bank substantially in full. In conjunction with the entry into the loan agreement with II-VI, the Company and Silicon Valley Bank are terminating their existing loan agreement, and the Company will be funded by II-VI pending the completion of its tender offer."
Did anyone else receive an unsolicited call from someone claiming to be hired by Anadigics to contact shareholders and explain the tender offer? Like I need the idiot treatment. I think the company's limited money could be better spent.
By ffmoo's calculation of 90,647,688 shares outstanding, that additional $3.8 million in the current deal means Party B would have go to $0.8919 just to match II-VI's bid, and given the intangible of CIFUS delay/possible disapproval, $0.95 and more likely a dollar would be required to get the Board to reconsider.
If I'm reading the situation correctly, I think you'll see that in the next day or two, together with the necessary assurances mentioned. It is now a matter of face, and if need be, Party B can draw upon State resources that II-VI cannot hope to match. If China chooses, China will not be denied.
The Board must be absolutely scrupulous in ensuring its decision is not tainted by offers of better compensation/employment by II-VI. The vultures will be picking over any deal looking for any purchase upon which to attach a suit.
Certainly, and I expect they will. And given the stock price's reaction to the news, apparently the shareholders don't believe it's over either.
ffmoo is correct.
I just got off the phone with Terry Gallagher and got essentially the same response. II-VI has a contract (perhaps inherited from GaAs Labs) giving them some say in the process. However, wouldn't the board have to consider a sealed bid as I described earlier--something like 5 cents over and above whatever any other entity bids up to a limit of X dollars--so long as it was received within the time frame limit? Now it might get legally messy if Party B were the submitting entity, given the rules already specified, but is there anything that would prevent another party, such as AVGO, from making such a bid?
Still unanswered: I simply cannot fathom the Chinese motive (or perhaps strategy) for such a low follow-on bid. Friday might be interesting.
I would further question why we must give one party a day to respond while another party gets two days. It's all absurd. If the BOD feels it has a fiduciary responsibility to close off the bidding because the value of the company is suffering decline, then advertise for all bidders to join a teleconference, start the bidding, and at the end of the timeframe, evaluate the bids. This shouldn't take over a couple of hours. We are not living in the age of clipper ships.
The terms read:
"...As provided in the II-VI Merger Agreement...II-VI has two (2) business days by which to deliver to the Company an acquisition proposal... At the close of this two-business-day period, the auction process in which the Company has been engaged since November 2015 will terminate and the Company's Board of Directors will thereafter evaluate the final proposals received as of that date.”
"...final proposals received as of that date" seems to be the operative clause. The terms don't prohibit Party B from making another bid in the allotted timeframe. What would prevent Party B from making a private bid of "5 cents over and above what any other entity might offer up to a limit of X?"
At risk of getting ahead of ourselves, if China is the winner, ANAD management had better not rest on their laurels. There is still the possibility CFIUS will stop the deal. If that happens, with the Chinese loan and/or reverse termination fee, ANAD could still emerge from this as a going concern. Unlikely, but possible. Move those VCSELs guys!
Clearly, the opportunity to make as much as 70% on your money is driving the price (I believe 20% is more likely). That said, it may take six months to collect if the Chinese win the bid