Siliconix (NASDAQ:SILI)
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Vishay Announces Intention to Offer to Purchase All Outstanding
Shares of Siliconix Incorporated; Will Exchange 2.64 Shares of Vishay for Each
Siliconix Share
MALVERN, Pa., March 3 /PRNewswire-FirstCall/ -- Vishay Intertechnology, Inc.
(NYSE:VSH) announced today that it has today delivered to the board of
directors of Siliconix incorporated (NASDAQ:SILI) notice of its intention to
commence a tender offer for all outstanding shares of Siliconix not owned by
Vishay. Vishay currently holds approximately 80.4% of the outstanding
Siliconix shares. Vishay anticipates that the offer will be commenced
following the filing by Vishay and Siliconix with the Securities and Exchange
Commission of their annual reports on Form 10-K for 2004, which are required to
be filed not later than March 16, 2005.
Under the terms of the offer, Vishay would exchange 2.64 shares of Vishay
common stock for each outstanding share of Siliconix stock. The closing prices
for Vishay and Siliconix shares on March 3, 2005 were $13.25 and $29.15,
respectively.
The offer will be subject to the non-waivable condition that the offer be
accepted by holders of a majority of the outstanding shares not owned by
Vishay. Also, promptly following the consummation of the offer, Vishay will
effect a merger of Siliconix with a subsidiary of Vishay in which 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 will file a tender offer statement, a registration statement and related
documents with the SEC with respect to the offer when it is commenced.
Siliconix stockholders should read the tender offer statement when it becomes
available 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/ after these documents are filed.
Investors will also be able obtain the tender offer statement and related
documents from Vishay without charge by directing a request to Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355,
telephone 610-644-1300, attention Investor Relations.
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 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
610-644-1300
DATASOURCE: Vishay Intertechnology, Inc.
CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial
Officer, Vishay Intertechnology, +1-610-644-1300
Web site: http://www.vishay.com/