Vishay Announces Increase of Exchange Ratio in Pending Siliconix Offer; Will Exchange 3.075 Vishay Shares for Each Siliconix Sha
April 21 2005 - 8:03PM
PR Newswire (US)
Vishay Announces Increase of Exchange Ratio in Pending Siliconix
Offer; Will Exchange 3.075 Vishay Shares for Each Siliconix Share;
Vishay Also Settles Related Shareholder Litigation MALVERN, Pa.,
April 21 /PRNewswire-FirstCall/ -- Vishay Intertechnology, Inc.
(NYSE:VSH) announced today that it has increased the exchange ratio
in its pending offer to acquire the common stock of Siliconix
incorporated (NASDAQ:SILI) not owned by Vishay. Vishay will
exchange 3.075 shares of Vishay common stock for each Siliconix
share tendered in the offer. 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. Vishay determined to increase the exchange ratio, from
2.90 as announced on April 12, 2005 and 2.64 as originally
announced on March 3, 2005, following discussions with members of
the special committee of Siliconix directors formed to evaluate the
Vishay exchange offer and with counsel for the plaintiffs in
pending litigation brought concerning the exchange offer. Based on
discussions with the Siliconix special committee, Vishay
understands that at a 3.075 exchange ratio, the special committee
anticipates receiving a fairness opinion from its financial advisor
and intends to recommend that the Siliconix board of directors
approve and recommend acceptance of the exchange offer. Vishay has
also reached an agreement in principle with the plaintiffs in
pending litigation regarding the offer to settle these shareholder
suits. Under the settlement, Vishay is increasing the exchange
ratio and will make certain additional disclosures in the exchange
offer materials. The settlement is subject to court approval. As
previously announced, 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validly tendered and not withdrawn a majority of the outstanding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 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. 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. Vishay will file
an amended exchange offer statement with the SEC to reflect the
increase in the exchange ratio and certain other revised
disclosure. Siliconix stockholders should read the amended exchange
offer statement and the other tender offer materials because they
contain important information. Investors can get the amended
exchange offer statement, after it is filed, and other filed
documents without charge from the web site of the SEC at
http://www.sec.gov/. Investors will also be able to obtain the
amended exchange offer statement and all other exchange offer
materials from MacKenzie Partners, Inc., the information agent for
the offer, 105 Madison Avenue, New York, New York 10016, (212)
929-5500 or (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 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.
DATASOURCE: Vishay Intertechnology, Inc. CONTACT: Richard N. Grubb,
Executive Vice President and Chief Financial Officer of Vishay
Intertechnology, +1-610-644-1300 Web site: http://www.vishay.com/
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