DeWITT — Anaren, Inc. (NASDAQ: ANEN) will become a private company with its planned sale to a New York City private-equity firm, and Anaren leaders say that will offer the technology firm some competitive advantages. Veritas Capital, an affiliate of Veritas Capital Fund IV, L.P., is acquiring DeWitt–based Anaren in a cash transaction worth about […]
DeWITT — Anaren, Inc. (NASDAQ: ANEN) will become a private company with its planned sale to a New York City private-equity firm, and Anaren leaders say that will offer the technology firm some competitive advantages.
Veritas Capital, an affiliate of Veritas Capital Fund IV, L.P., is acquiring DeWitt–based Anaren in a cash transaction worth about $381 million, or $28 a share.
Anaren on Nov. 4 announced the signing of the merger agreement and expects the acquisition to close during the first quarter of 2014.
The agreement with Veritas Capital comes more than five months after an investor had made another purchase offer for Anaren, which develops and manufactures components and subsystems for markets including satellite communications, defense, and wireless communications.
Anaren on May 17 rejected that offer from Vintage Capital Management, LLC, an investor that owns over one-eighth of Anaren’s shares.
The Veritas purchase price reflects a premium of about 12 percent over Anaren’s closing stock price of $24.91 on Nov. 1, the last day of trading prior to this announcement, Anaren said in a news release.
The purchase figure is also nearly 43 percent higher than Anaren’s closing share price of $19.61 on April 15. That same day, Vintage Capital Management made an offer of $23 per share following the close of trading.
The Veritas purchase offer represents a nearly 22 percent premium over the $23 per share offer from Vintage Capital, according to Anaren.
The independent committee of Anaren’s board of directors unanimously recommended, and the board unanimously approved, the merger agreement with Veritas, the company said.
Anaren will continue operating as an independent entity with headquarters in DeWitt. The firm has no plans to make changes to its staffing levels as a result of this announcement, the company said.
Veritas Capital is “pleased” to be associated with Anaren, which has a “long” history of providing “market-leading” technology and products to the defense, wireless communications, medical, and industrial markets, Hugh Evans, partner of Veritas Capital, said in the news release.
“We are excited to support Larry Sala and his talented team in continuing to provide customers with cost effective and advanced solutions, and in accelerating the growth of the company’s innovative technologies in current and adjacent markets,” said Evans.
Veritas Capital is an “excellent” partner for Anaren, Larry Sala, Anaren’s chairman, president, and CEO, said in the release.
Sala cited what he called Veritas Capital’s “extensive” technology and industry experience and “strong” record of accomplishment in fostering growth in its portfolio companies.
Going private
In an external memo, Anaren listed some of the reasons why it believes becoming a private company will benefit the business. The firm will no longer have to adhere to the reporting obligations of a public company, including proxies and annual reports.
In addition, Anaren will no longer be “competitively disadvantaged” because of the amount of information the firm was required to disclose as a public company. The firm also believes it will be able to communicate “more openly” with its employees regarding financial goals, the memo said.
The transaction is subject to Anaren shareholder approval and to the customary regulatory and other closing conditions, the company said.
The transaction is not subject to any financing conditions, Anaren added.
The Syracuse law firm of Bond Schoeneck & King, PLLC, along with Minneapolis, Minn.–based Dorsey & Whitney LLP; New York City–based Moelis & Company LLC; and Los Angeles, Calif.–based Houlihan Lokey Capital, Inc. served as financial and legal advisors to Anaren and its independent committee, the company said.
Veritas Capital’s legal advisor is New York City–based Skadden, Arps, Slate, Meagher & Flom LLP, according to Anaren.
The Skadden team included Kenneth Wolff, a mergers and acquisitions partner, and his associate, June Dipchand; it also included banking counsel David Almroth, executive compensation and benefits partner Erica Schohn, and tax attorney Jessica Hough, the firm said in an email to The Central New York Business Journal.
Anaren designs, develops, manufactures, and sells microwave components, assemblies, and subsystems for the wireless communications, satellite communications, and defense-electronics markets.
Anaren employs about 800 people.
Founded in 1992, Veritas Capital is a private-equity investment firm that invests in companies that provide products and services to government and commercial customers worldwide.
Since 1992, Veritas has been involved as the lead investor in more than 65 transactions totaling about $16 billion in value, according to Anaren.
Contact Reinhardt at ereinhardt@cnybj.com