ANADIGICS Adopts Share Purchase Rights Plan.

WARREN, N.J.--(BUSINESS WIRE)--Dec. 18, 1998--ANADIGICS, Inc. (Nasdaq:ANAD) announced today that effective immediately its Board of Directors has adopted a Share Purchase Rights Plan.

The Rights are designed to assure that all ANADIGICS' stockholders receive fair and equal treatment, and to preserve the long-term value of their investment, in the event of any proposed takeover of the Company and to guard against partial tender offers and other abusive tactics to gain control of ANADIGICS without paying all stockholders a fair price for their shares. The Rights will not interfere with any merger, acquisition or business combination that is in the best interests of the Company and its stockholders. In adopting this Rights Plan, the Company joins more than 2,000 U.S. corporations that have considered it prudent to adopt share purchase rights plans.

Bami Bastani, President and Chief Executive Officer, said, "The Rights Plan is intended to increase the likelihood that a potential acquirer will pay full value to all stockholders for shares in the Company. The Rights Plan should encourage potential acquirers to negotiate with the Board prior to a takeover and may give the Board increased leverage in such negotiations." The Company is not aware of any present takeover attempt.

In connection with the adoption of the Rights Plan, the Board of Directors declared a dividend to stockholders of record as of the close of business on December 31, 1998 of one Right for each outstanding share of Common Stock. Each Right entitles the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at an initial exercise price of $75.00.

Initially, the Rights are attached to the Common Stock, are not exercisable and do not represent any significant value to stockholders. The Rights will become exercisable and trade separately from the Common Stock if a person or group (other than the Company) acquires 15% or more of the voting equity of the Company or if such a person or group commences a tender offer that would result in that person or group owning 15% or more of such voting equity. If such a person or group acquires 15% or more of the Common Stock, the Rights will be triggered and each Right will entitle its holder (other than such person or group) to purchase the number of shares of the Company's Common Stock having a then-current market value of twice the Right's exercise price.

The Rights distribution is not taxable to the Company or its stockholders and has no dilutive effect. A summary description of the Rights Agreement will be mailed to all stockholders of record of the Company.

ANADIGICS, Inc. is a leading supplier of gallium arsenide integrated circuits (GaAs ICs) used to receive and transmit radio and microwave frequency signals in a variety of high-volume communications applications. The Company focuses primarily on supplying integrated circuit solutions to the wireless communication, cable television and fiber optics telecommunications markets.