Anaren forms committee to review purchase offer

DeWITT — Anaren, Inc. (NASDAQ: ANEN) today announced it has formed a committee of independent directors to review and evaluate the recent purchase offer it received from one of its investors — Orlando, Fla.–based Vintage Capital Management, LLC.

On Monday, April 15, Vintage Capital, which already owns just over one-eighth of Anaren’s shares, sent the DeWitt–based high-tech manufacturer a letter offering to buy all its shares for $23 in cash per share. The unsolicited, non-binding offer values Anaren at more than $300 million.

Anaren said its independent committee will have “full authority to consider all strategic alternatives available” to the company, in addition to considering Vintage Capital’s offer.

Anaren has hired several firms to provide the committee with financial and legal advice as it determines what moves the company should make.

New York City–based Moelis & Company LLC and Los Angeles–headquartered Houlihan Lokey Capital, Inc. will serve as the independent committee’s financial advisors in the process. Minneapolis–based Dorsey & Whitney, LLP and Syracuse–based Bond, Schoeneck & King, PLLC will be the committee’s legal advisors, according to Anaren.

Shares of Anaren were trading up 95 cents, or 4.2 percent, at $23.50 per share near 3:30 p.m. today.

The company’s stock price jumped 15 percent on Tuesday, the first day of trading after the Vintage Capital offer became public via a regulatory filing. The stock was unchanged Wednesday, closing at $22.55. Before Tuesday’s move, Anaren had mostly traded in a range between $18 and $20 a share over the last year.

Vintage Capital owns about 13 percent of Anaren’s common stock, according to a letter submitted with a filing to the U.S. Securities and Exchange Commission (SEC) on Monday.

The Vintage Capital offer was filed a week after another investor, Discovery Group I, LLC of Chicago, Ill., suggested that Anaren pursue “multiple parties interested in acquiring the company,” according to a letter included in an April 8 SEC filing.

In its letter, Discovery also said it believes “the Anaren directors have failed to fulfill their duty to shareholders by translating that high degree of strategic interest into an improvement in shareholder value through the vigorous pursuit of a sale of the company at a substantial premium.”

Discovery manages a fund that owns about six percent of Anaren’s shares, according to the filing.

Anaren will release its fiscal third-quarter financial results following the market close on April 23.

Anaren employs about 800 people. The company develops and manufactures components and subsystems for markets including satellite communications, defense, and wireless communications.

Contact Reinhardt at ereinhardt@cnybj.com