Siliconix (NASDAQ:SILI)
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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/