not quite yet Steve..

Litigation Related to the Offer

Except for the following, as of the date of this Offer, we are not aware of any material pending legal proceeding relating to the Offer or the Merger.

Purchaser and II-VI are aware of a class action complaint captioned Wes Zalewski v. Anadigics, Inc., et al., filed in the Superior Court of New Jersey, Somerset County (the “Zalewski Litigation”). In the Zalewski Litigation, the plaintiff, a stockholder in Anadigics, generally alleges, among other things, that the members of Anadigics’s board of directors breached their fiduciary duties by failing to take steps to maximize the value to be paid to Anadigics’s shareholders, putting the board of directors’ personal interests ahead of the interests of Anadigics, using allegedly unfair deal protection devices, and having an unfair and inadequate process in negotiating the Offer and Merger. The plaintiff also has named the Purchaser and II-VI as defendants in the complaint, alleging that both Purchaser and II-VI aided and abetted the breaches of fiduciary duty by the Anadigics board of directors. The plaintiff in the Zalewski Litigation generally seeks, among other relief, declaratory and injunctive relief prohibiting consummation of the proposed Offer and Merger, rescission of the proposed Offer and Merger if consummated prior to final judgment, attorneys’ fees and expenses, and other forms of relief. Purchaser and II-VI are reviewing the allegations in the Zalewski Litigation, but believe the Zalewski Litigation is without merit and intend to vigorously defend against the allegations.