Vishay Commences Offer to Exchange 2.90 Vishay Shares For Each Siliconix Share
12 Avril 2005 - 11:25PM
PR Newswire (US)
Vishay Commences Offer to Exchange 2.90 Vishay Shares For Each
Siliconix Share MALVERN, Pa., April 12 /PRNewswire-FirstCall/ --
Vishay Intertechnology, Inc. (NYSE:VSH) announced today that it has
commenced an offer to exchange 2.90 shares of its common stock for
each share of common stock of Siliconix incorporated (NASDAQ:SILI)
not owned by Vishay. Cash will be paid in lieu of fractional shares
of Vishay. Vishay currently owns approximately 80.4% of the
outstanding shares of Siliconix. The offer expires at 5:00 p.m.,
New York City time, on Thursday, May 12, 2005, unless extended. The
offer is conditioned on there being validly tendered and not
withdrawn a majority of the outstanding shares of Siliconix not
owned by Vishay. There are 29,879,040 shares of Siliconix stock
outstanding, of which 5,849,040 are publicly held. There are also
other conditions to the offer. Also, following the consummation of
the offer, unless prohibited by a court or there is litigation
pending seeking this prohibition, Vishay will promptly effect a
merger of Siliconix with a subsidiary of Vishay. In this merger,
all remaining holders of Siliconix stock would receive the same
consideration for their shares as the holders who tendered their
shares received in the offer. Vishay has not entered into any
agreement with Siliconix with respect to the offer. Vishay
previously announced its intention to make the offer on March 3,
2005 with an exchange ratio of 2.64 Vishay common shares for each
Siliconix share. During the period following this announcement, the
ratio of the market prices for Siliconix shares and Vishay common
shares has been in excess of this ratio. Also, during this period,
several institutional investors who hold shares of Vishay and
Siliconix communicated to Vishay management that they would expect
to tender their shares at an exchange ratio of approximately 2.90,
although they made no commitment to do so. Based on these
circumstances, Vishay determined to increase the ratio to 2.90. In
accordance with the rules of the Securities and Exchange
Commission, Vishay has filed with the SEC and has disseminated to
Siliconix stockholders exchange offer materials. Siliconix
stockholders should read the tender offer statement because it
contains important information. Investors can get the tender offer
statement and other filed documents without charge from the web
site of the SEC at http://www.sec.gov/. Investors are also able to
obtain the tender offer statement and related documents from
MacKenzie Partners, Inc., the information agent for the offer, 105
Madison Avenue, New York, New York 10016, collect at (212) 929-5500
or toll-free at (800) 322-2885. 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
integrated circuits (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
25,000 people. Vishay can be found on the Internet at
http://www.vishay.com/. 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. With 2004
worldwide sales of $466.1 million, the Company's facilities include
a company-owned Class 1 wafer fab dedicated to the manufacture of
power products in Santa Clara, California, and a Class 1 wafer fab
located in Itzehoe, Germany utilized under a lease arrangement. 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. CONTACT: Richard N. Grubb, Executive Vice
President and Chief Financial Officer or Peter G. Henrici, Senior
Vice President, Investor Relations, +1-610-644-1300, both of Vishay
Intertechnology. DATASOURCE: Vishay Intertechnology, Inc. CONTACT:
Richard N. Grubb, Executive Vice President and Chief Financial
Officer or Peter G. Henrici, Senior Vice President, Investor
Relations, +1-610-644-1300, both of Vishay Intertechnology Web
site: http://www.vishay.com/
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