this will help you to understand:

On January 14, 2016, another Excluded Party ("Party B"), whose proposed merger agreements were referenced in certain of the Company's previous announcements, delivered to the Company a further revised proposed merger agreement pursuant to which it offered, subject to the terms thereof, to acquire all of the outstanding shares of the Company's common stock on a fully diluted basis for $0.75 per-share net in cash pursuant to an all-cash tender offer and second-step merger ("Party B's January 14, 2016 Proposed Amended Merger Agreement"). However, despite the increased per-share offer price, Party B's January 14, 2016 Proposed Amended Merger Agreement, in the business judgment of the Company's Board of Directors, fails to incorporate certain key terms and conditions demanded by the Board of Directors for the protection of the Company and its stockholders. Because Party B is a Chinese company, the closing of Party B's proposed acquisition of the Company would potentially be subject to delay caused by, among other things, the review and clearance process to be undertaken by the Committee on Foreign Investment in the United States ("CFIUS"). Based upon its consultation with the Company's management and its legal advisors, the Company's Board of Directors estimates that it could take 100 days or so from the date of the Company's execution of a merger agreement with Party B for the parties to confer with CFIUS, to assemble and prepare the materials required to make the CFIUS filing, to make the actual CFIUS filing and for CFIUS to complete what could then be a 75-day review period.

Read more: http://www.nasdaq.com/press-release/anadigics-announces-that-it-has-entered-into-a-merger-agreement-with-iivi-incorporated-at-an-offer-20160119-00284#ixzz3xiToJmlv