My question isn't about the BOD's competence, it's about Anadigics's potential contractual obligation under the terms of the Agreement and Plan of Merger to accept superior offers from third parties if GaAs Labs fails to counter those offers.
The only reason we're having this discussion is that GaAs Labs offered to buy Anadigics, and the Agreement and Plan of Merger included a Go Shop period that gave Anadigics the opportunity to find a better offer. If Anadigics finds a better offer then the Agreement and Plan of Merger says it must present that offer to GaAs Labs for a counter offer, but the Agreement and Plan of Merger is between GaAs Labs and Anadigics, not the other parties making offers - they are not signatories to it and are not bound by it. The Agreement and Plan of Merger between GaAs Labs and Anadigics obligates Anadigics to accept an offer from GaAS Labs if no better offers arise by the deadline (which keeps moving), but what I'm wondering is if it obligates Anadigics to accept a better offer from another party if GaAs Labs doesn't step up to the plate, or does Anadigics have the option to walk away from all offers once GaAs Labs has given up?
On the separate matter of competence, turning down a better offer than GaAs Labs's is only an incompetent act if the BOD actually wants to be bought. If they don't really want to be bought, or at least not for the prices being offered, then walking away is not an act of incompetence. However. the old punchline "we've already established what kind of person you are, now we're just haggling over the price" applies to Anadigics: the company has already said that it's willing to be bought for $.35, so I think we can assume it will accept $.62 if GaAs Labs fails to counter!
