UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SILICONIX INCORPORATED
(Name of Subject Company (Issuer))
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VISHAY INTERTECHNOLOGY, INC. (Offeror)
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
827079 10 4
(CUSIP Number of Class of Securities)
Avi D. Eden
c/o Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19335-2121
(610) 644-1300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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Copy to:
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief
Financial
Officer or Robert A. Freece
Senior Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY PROPOSES OFFER FOR ALL SHARES OF SILICONIX
THAT IT DOES NOT ALREADY OWN
MALVERN, PENNSYLVANIA - February 22, 2001 - Vishay Intertechnology, Inc.
(NYSE: VSH) announced today that it is proposing to purchase any and all
outstanding shares of common stock of Siliconix Incorporated (NASDAQ: SILI) not
already owned by Vishay at a price of $28.82 per share in cash. The proposal was
communicated in a letter to the Siliconix Board of Directors. Vishay currently
owns 80.4% of the outstanding shares of Siliconix. The purchase would be made
through a tender offer, subject to customary conditions, in accordance with the
rules of the Securities and Exchange Commission. Vishay also indicated that it
might offer to exchange the Siliconix shares for shares of its common stock.
Depending upon whether the exchange would be tax-free to Siliconix stockholders,
Vishay would expect that the value per share of Siliconix in an exchange offer
would be somewhat less than the cash price.
Vishay also stated that, if it holds at least 90 percent of the
outstanding Siliconix shares following completion of the offer, it may effect a
"short-form" merger of Siliconix with a Vishay subsidiary. If such a merger
takes place promptly after the offer, the consideration given to stockholders in
the merger would be the same as the consideration received by tendering
stockholders in the offer.
Vishay is not asking Siliconix to enter into any agreement with respect to
the offer or to pay a break-up fee in the event that the offer is not
consummated or a higher offer from another bidder is received. Vishay's offer
would not foreclose any other person from making a higher offer for the shares
not already owned by Vishay.
Vishay requested the opportunity to discuss its offer with a special
committee of independent, non-
management Siliconix directors who are unaffiliated with Vishay. Vishay only
expects to proceed with its offer if the special committee, after consultations
with its financial and legal advisors, concludes that the offer is fair to
Siliconix stockholders. Vishay could also determine not to proceed with the
offer if in its sole judgment changes in economic, business or market conditions
make the offer unadvisable.
Vishay, a Fortune 1,000 Company with annual sales of $2.5 billion, is
the largest U.S. and European manufacturer of passive electronic components
(resistors, capacitors, inductors) and a major producer of discrete
semiconductors (diodes, optoelectronics, transistors), IRDCs (infrared
communication devices), and power and analog switching integrated circuits.
The Company's
- MORE -
components are vital to electronic operations and can be found in products
manufactured in a very broad range of industries worldwide. With headquarters in
Malvern, Pennsylvania, Vishay employs over 20,000 people in 60 plants in the
U.S., Mexico, Germany, Austria, the United Kingdom, France, Portugal, the Czech
Republic, Hungary, Israel, Taiwan (ROC), China and the Philippines. Vishay can
be found on the Internet at http://www.vishay.com.
If Vishay proceeds with the offer, it will file documentation regarding
the offer with the SEC. Siliconix will also be required to file documentation
regarding its response to the offer. Investors and security holders are advised
to read this documentation, when and if it becomes available, because this
documentation will contain important information. Investors and security holders
may obtain a free copy of the tender offer documentation (when and if available)
and other related documents filed by Vishay and Siliconix at the SEC's website
at www.sec.gov. The tender offer documentation and such other documents may also
be obtained from Vishay or Siliconix by directing such request to Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2121,
tel.: (610) 644-1300, Attention: Corporate Secretary; or to Siliconix
Incorporated, 2201 Laurelwood Road, Santa Clara, California 95054, tel.: (408)
988-8000, Attention: Corporate Secretary.
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