Siliconix Acquires Direct Control of Itzehoe Wafer Fabrication
Facility, Expects To Establish 8-Inch Wafer Production Capability
SANTA CLARA, Calif., Feb. 7 /PRNewswire-FirstCall/ -- Siliconix
incorporated (NASDAQ:SILI), an 80.4% owned subsidiary of Vishay
Intertechnology, Inc. (NYSE:VSH), announced today that Siliconix
has acquired Vishay's former wholly-owned subsidiary, Vishay
Semiconductor Itzehoe GmbH (VSIG). The purchase price of EUR7.5
million (approx. $10.2 million), which includes all assets and
liabilities, was based on an independent appraisal performed on
behalf of the Board of Directors of Siliconix, who approved the
transaction. Siliconix also announced that it plans to establish
8-inch wafer production capability at the Itzehoe facility. VSIG
operates a Class 1 wafer fabrication facility in Itzehoe, Germany,
under an agreement with Fraunhofer Gesellschaft. Vishay acquired
its 80.4% interest in Siliconix and its 100% interest in VSIG
concurrently, as part of the 1998 acquisition of the TEMIC
Semiconductor Division of Daimler-Benz. Siliconix had a
subcontracting agreement with VSIG. In accordance with generally
accepted accounting principles regarding transfers of assets
between companies under common control, Siliconix will record the
assets acquired and liabilities assumed at Vishay's net book value.
Also in accordance with accounting principles for transfers of
assets between companies under common control, the audited
consolidated financial statements of Siliconix, which are expected
to be issued in March 2005, will present the combined activities of
Siliconix and VSIG (renamed "Siliconix Itzehoe GmbH") for all
periods presented. The attached tables provide unaudited
consolidated historical financial data for Siliconix and VSIG. The
transaction will not have any impact on the consolidated results of
Vishay. Dr. King Owyang, President and Chief Executive Officer of
Siliconix said, "This is an excellent transaction for Siliconix,
providing us with the ability to control the Itzehoe fab. We are
excited that we will be able to oversee the capital expansion at
Itzehoe, which we expect will alleviate our capacity constraints
for high-cell-density wafers and will provide us with our first 8-
inch wafer production facility." Siliconix is a leading
manufacturer of power MOSFETs, power ICs, analog switches, and
multiplexers for computers, cell phones, fixed communications
networks, automobiles, and other consumer and industrial electronic
systems. The Company's facilities include a Class 1 wafer fab
dedicated to the manufacture of power products in Santa Clara,
California, and an affiliated Class 1 wafer fab in Itzehoe,
Germany. The Company's products are also fabricated by
subcontractors in Japan, Germany, China, Taiwan, and the United
States. Assembly and test facilities include a company-owned
facility in Taiwan, a joint venture in Shanghai, China, and
subcontractors in the Philippines, China, Taiwan and Israel. Vishay
Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE
(VSH), is one of the world's largest manufacturers of discrete
semiconductors (diodes, rectifiers, transistors, and
optoelectronics) and selected ICs, and passive electronic
components (resistors, capacitors, inductors, and transducers).
Vishay's components can be found in products manufactured in a very
broad range of industries worldwide. Vishay is headquartered in
Malvern, Pennsylvania, and has operations in 17 countries employing
over 26,000 people. Vishay can be found on the Internet at
http://www.vishay.com/. ### On February 1, 2005, the Board of
Directors of Siliconix approved the acquisition of Vishay
Semiconductor Itzehoe GmbH ("VSIG") from Vishay, and renamed the
company "Siliconix Itzehoe GmbH". Siliconix Itzehoe GmbH is now a
wholly-owned subsidiary of Siliconix. This transaction has been
accounted for as a merger of entities under common control and has
been recorded in a manner similar to a pooling of interests.
Accordingly, the unaudited consolidated financial data presented
below have been adjusted to include the accounts of Siliconix and
VSIG (collectively, the "Company") for all periods presented.
Adjustments recorded to adjust previously reported financial
statements consisted of those necessary to include the balances and
results of VSIG and to eliminate intercompany balances,
transactions between Siliconix incorporated and VSIG, and to record
an equity adjustment for the purchase price. The following
unaudited tables present historical financial data for Siliconix
incorporated and VSIG and the adjustments required to affect the
merger of entities under common control similar to a pooling of
interests: Siliconix incorporated Unaudited Pro Forma Condensed
Balance Sheet (In thousands, except share amounts) Eliminations and
As Reported VSIG adjustments Pro Forma 10/2/2004 10/2/2004
10/2/2004 10/2/2004 Assets Current assets $ 470,452 $ 6,493
$(2,958) $ 473,987 Property and equipment 145,851 20,635 - 166,486
Goodwill 7,445 - - 7,445 Other assets 25,657 - - 25,657 Total
assets $ 649,405 $ 27,128 $(2,958) $ 673,575 Liabilities and
Stockholders' Equity Current liabilities $ 97,138 $ 18,781 $(2,958)
$ 112,961 Payable to Vishay for VSIG - - 10,200 10,200 Non-current
liabilities 83,003 116 - 83,119 Total liabilities 180,141 18,897
7,242 206,280 Commitments and contingencies Stockholders' equity
469,264 8,231 (10,200) 467,295 Total liabilities and stockholders'
equity $ 649,405 $ 27,128 $(2,958) $ 673,575 Siliconix incorporated
Unaudited Pro Forma Condensed Operations Data (In thousands, except
for per share information) Eliminations and As Reported VSIG
adjustments Pro forma Nine Nine Nine Nine months months months
months 10/2/2004 10/2/2004 10/2/2004 10/2/2004 Net sales $ 354,283
$28,988 $(23,422) $ 359,849 Cost of products sold 241,674 28,656
(23,422) 246,908 Gross profit 112,609 332 - 112,941 Operating
income 56,605 (88) - 56,517 Income before taxes and minority
interest 57,982 (429) - 57,553 Net income $ 45,085 $ (269) $ - $
44,816 Net income per share (basic and diluted) $ 1.51 $ (0.01) $ -
$ 1.50 Siliconix incorporated Unaudited Pro Forma Condensed
Statement of Cash Flows (In thousands) As Reported VSIG Pro Forma
Nine months Nine months Nine months 10/2/2004 10/2/2004 10/2/2004
Operating activities Net income $ 45,085 $ (269) $ 44,816
Adjustments to reconcile net income to net cash provided by
operating activities: Depreciation and amortization 26,604 6,591
33,195 Prepayment to Tower Semiconductor (20,000) - (20,000) Other
non-cash items 249 (44) 205 Changes in operating assets and
liabilities: 14,511 (2,909) 11,602 Net cash provided by operating
activities 66,449 3,369 69,818 Investing Activities (34,600)
(3,369) (37,969) Financing activities - - - Effect of exchange rate
changes on cash and cash equivalents (1) - (1) Net increase in cash
and cash equivalents 31,848 - 31,848 Cash and cash equivalents:
Beginning of period 279,464 1 279,465 End of period $ 311,312 $ 1 $
311,313 Siliconix incorporated Unaudited Pro Forma Condensed
Balance Sheet (In thousands, except share amounts) Eliminations and
As Reported VSIG adjustments Pro Forma 12/31/2003 12/31/2003
12/31/2003 12/31/2003 Assets Current assets $ 448,237 $ 9,369 $
(2,978) $ 454,628 Property and equipment 144,091 24,163 - 168,254
Goodwill 7,445 - - 7,445 Other assets 1,397 - - 1,397 Total assets
$ 601,170 $ 33,532 $ (2,978) $ 631,724 Liabilities and
Stockholders' Equity Current liabilities $ 103,071 $ 24,566 $
(2,978) $ 124,659 Payable to Vishay for VSIG - - 10,200 10,200
Non-current liabilities 73,939 370 - 74,309 Total liabilities
177,010 24,936 7,222 209,168 Commitments and contingencies
Stockholders' equity 424,160 8,596 (10,200) 422,556 Total
liabilities and stockholders' equity $ 601,170 $ 33,532 $ (2,978) $
631,724 Siliconix incorporated Unaudited Pro Forma Condensed
Operations Data (In thousands, except for per share information)
Eliminations and As Reported VSIG adjustments Pro forma Year ended
Year ended Year ended Year ended 12/31/2003 12/31/2003 12/31/2003
12/31/2003 Net sales $ 392,064 $ 34,766 $ (28,738) $ 398,092 Cost
of products sold 277,595 33,592 (28,738) 282,449 Gross profit
114,469 1,174 - 115,643 Operating income 49,008 622 - 49,630 Income
before taxes and minority interest 50,703 147 - 50,850 Net income $
39,361 $ 92 $ - $ 39,453 Net income per share (basic and diluted) $
1.32 $ - $ - $ 1.32 Siliconix incorporated Unaudited Consolidated
Condensed Pro Forma Statement of Cash Flows (In thousands) As
Reported VSIG Pro Forma Year Ended Year Ended Year Ended 12/31/2003
12/31/2003 12/31/2003 Operating activities Net income $ 39,361 $ 92
$ 39,453 Adjustments to reconcile net income to net cash provided
by operating activities: Depreciation and amortization 37,461 7,932
45,393 Other non-cash items (33) (2,516) (2,549) Changes in
operating assets and liabilities: 17,610 (3,603) 14,007 Net cash
provided by operating activities 94,399 1,905 96,304 Investing
Activities Puchase of property and equipment (26,984) (1,905)
(28,889) Net proceeds of short-term investment with affiliate
75,000 - 75,000 Net cash provided by investing activities 48,016
(1,905) 46,111 Financing activities 3 - 3 Effect of exchange rate
changes on cash and cash equivalents (36) - (36) Net increase in
cash and cash equivalents 142,382 - 142,382 Cash and cash
equivalents: Beginning of period 137,082 1 137,083 End of period $
279,464 $ 1 $ 279,465 Siliconix incorporated Unaudited Pro Forma
Condensed Operations Data (In thousands, except for per share
information) Eliminations As and Reported VSIG adjustments Pro
forma Year ended Year ended Year ended Year ended 12/31/2002
12/31/2002 12/31/2002 12/31/2002 Net sales $ 372,944 $ 29,994
$(23,819) $ 379,119 Cost of products sold 257,765 27,906 (23,819)
261,852 Gross profit 115,179 2,088 - 117,267 Operating income
53,983 1,714 - 55,697 Income before taxes and minority interest
59,411 342 - 59,753 Net income $ 46,156 $ 211 $ - $ 46,367 Net
income per share (basic and diluted) $ 1.54 $ 0.01 $ - $ 1.55
Siliconix incorporated Unaudited Consolidated Condensed Pro Forma
Statement of Cash Flows (In thousands) As Reported VSIG Pro Forma
Year Ended Year Ended Year Ended 12/31/2002 12/31/2002 12/31/2002
Operating activities Net income $ 46,156 $ 211 $ 46,367 Adjustments
to reconcile net income to net cash provided by operating
activities: Depreciation and amortization 40,410 6,046 46,456 Other
non-cash items 3,865 (2,944) 921 Changes in operating assets and
liabilities: (23,157) 304 (22,853) Net cash provided by operating
activities 67,274 3,617 70,891 Investing Activities Puchase of
property and equipment (22,443) (3,618) (26,061) Proceeds on sale
of property and equipment 64 - 64 Short-term investment with
affiliate (75,000) - (75,000) Net cash provided by investing
activities (97,379) (3,618) (100,997) Financing activities - - -
Effect of exchange rate changes on cash and cash equivalents (49) -
(49) Net increase in cash and cash equivalents (30,154) (1)
(30,155) Cash and cash equivalents: Beginning of period 167,236 2
167,238 End of period $ 137,082 $ 1 $ 137,083 Contact: Peter G.
Henrici, Vice President Investor Relations, Siliconix incorporated
(NASDAQ NSM: SILI) 408-567-8400 Robert A. Freece Executive Vice
President Vishay Intertechnology, Inc. 610-251-5252 DATASOURCE:
Siliconix incorporated CONTACT: Peter G. Henrici, Vice President,
Investor Relations, Siliconix incorporated, +1-408-567-8400; or
Robert A. Freece, Executive Vice President, Vishay Intertechnology,
Inc., +1-610-251-5252 Web site: http://www.siliconix.com/
Copyright
Siliconix (NASDAQ:SILI)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Siliconix (NASDAQ:SILI)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024