Siliconix Acquires Direct Control of Itzehoe Wafer Fabrication Facility, Expects To Establish 8-Inch Wafer Production Capability

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, [phone]; or Robert A. Freece, Executive Vice President,

Vishay Intertechnology, Inc., [phone]   



Web site:  http://www.siliconix.com/ 

Copyright