Anadigics Announces GaAs Labs Merger
RF company Anadigics has announced a plan to merge with GaAs Labs LLC, a private US investment fund targeting the communications semiconductor market led by industry veteran John Ocampo.
Under the terms of the agreement, GaAs Labs will commence a cash tender offer to purchase all of the issued and outstanding shares of common stock of Anadigics at a purchase price of $0.35 per share.
Anadigics will then become a wholly owned subsidiary of GaAs Labs joining two other companies in the GaAs Labs portfolio: the RF, microwave, and optical semiconductor firm Macom; and Nitronex, a company that manufactures GaN-based RF devices.
The tender offer is expected to close in December 2015 or January 2016.
"We are excited to announce the planned transaction with GaAs Labs," stated Ron Michels, chairman and CEO of Anadigics. "We believe it will provide a platform to accelerate innovation and product development in support of revenue growth in our key target markets of CATV, Small Cell, WiFi and optical.
"GaAs Labs brings a wealth of RF semiconductor industry knowledge and a proven track record of success that we expect will strengthen our ability to provide our customers with a broader portfolio of innovative and valuable product offerings."
"We are thrilled to add Anadigics, an innovator of RF solutions for infrastructure and optical market applications, to our RF semiconductor portfolio," said John Ocampo, co-founder and president of GaAs Labs. "We look forward to leveraging Anadigics' products and technologies as a platform for growth in an array of exciting communications markets."
Anadigics also released its 2015 Q3 results. The company had net sales of $12.1 million, a sequential decrease of 23.3 percent, and non-GAAP gross profit for Q3 was 14.3 percent, a sequential decline of 617 basis points driven principally by the lower revenue.
Non-GAAP operating expenses for the Q3 2015 were $7.5 million, compared to $7.7 million in non-GAAP operating expenses for the Q2 2015. GAAP net loss for the Q3 2015 was $6.2 million, or ($0.07) per diluted share. Non-GAAP net loss for Q3 2015 was $5.7 million, or ($0.06) per share.
As of October 3, 2015, cash and cash equivalents totaled $11.7 million, or net cash of $7.9 million, after excluding $3.8 million drawn under the company's credit facility with Silicon Valley Bank (SVB). SVB provided a waiver on the minimum EBITDA covenant as of October 3, 2015 related to the three-month period then ended.