UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 3, 2005
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Vishay Intertechnology, Inc.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 1-7416
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Delaware 38-1686453
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
63 Lincoln Highway, Malvern, PA 19355-2143
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(Address of Principal Executive Offices)
(Zip Code)
(610) 644-1300
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Vishay Intertechnology, Inc. announced today its intention to commence a
tender offer to purchase all outstanding shares of Siliconix incorporated, of
which it owns 80.4% of the outstanding shares. Under the terms of the tender
offer, Vishay will exchange 2.64 shares of its common stock for each Siliconix
share.
A copy of the press release announcing the intention by Vishay to commence
the offer is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued by Vishay Intertechnology, Inc. dated March 3,
2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 3, 2005
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
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Richard N. Grubb
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
NEWS RELEASE
Filer: Vishay Intertechnology, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Siliconix incorporated
Commission File No. 0-3698
Contact: Richard N. Grubb, Executive
Vice President and Chief Financial
Officer
610/644-1300
FOR IMMEDIATE RELEASE
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, PENNSYLVANIA, - March 3, 2005 - Vishay Intertechnology, Inc. (NYSE:
VSH) today announced 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 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.
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