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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2001
REGISTRATION NO. 333-61740
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VISHAY INTERTECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3670 381686453
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2121
(610) 644-1300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AVI D. EDEN
C/O VISHAY INTERTECHNOLOGY, INC.
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2121
(610) 644-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS PROMPTLY AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND UPON
CONSUMMATION OF THE TRANSACTIONS DESCRIBED IN THE ENCLOSED PROSPECTUS.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION
8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
OFFER OF
VISHAY TEMIC SEMICONDUCTOR ACQUISITION HOLDINGS CORP.
TO EXCHANGE
1.5 SHARES OF COMMON STOCK
OF
VISHAY INTERTECHNOLOGY, INC.
FOR
EACH OUTSTANDING SHARE
OF COMMON STOCK
OF
SILICONIX INCORPORATED
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JUNE 22, 2001, UNLESS EXTENDED.
Vishay Intertechnology, Inc., through its wholly-owned subsidiary Vishay
TEMIC Semiconductor Acquisition Holdings Corp., hereby offers, upon the terms
and subject to the conditions set forth in this document and in the enclosed
letter of transmittal, to exchange 1.5 shares of Vishay common stock for each
outstanding share of common stock of Siliconix incorporated which is validly
tendered and not properly withdrawn on or prior to the expiration date of the
offer.
Vishay, through Vishay TEMIC, currently owns approximately 80.4% of the
outstanding shares of Siliconix common stock. This offer is conditioned on the
tender of at least a majority of the outstanding Siliconix shares that Vishay
does not already own. We will not waive this condition in the offer.
Our obligation to exchange shares of Vishay common stock for shares of
Siliconix common stock is also subject to the other conditions listed under
"Conditions of the Offer."
If this offer is consummated, we will own more than 90% of the outstanding
common stock of Siliconix. As soon as possible after consummation of the offer,
we currently intend to effect a short-form merger of Siliconix with a subsidiary
of Vishay, although we are not required to do so. If such a merger takes place
and you have not validly tendered your shares of Siliconix common stock in the
offer, your shares will be exchanged for the same consideration per Siliconix
share you own that you would have received, without interest, if you had
tendered your shares in the offer, unless you properly perfect your appraisal
rights under Delaware law. See "Purpose of the Offer; The Merger; Appraisal
Rights."
Vishay's common stock is listed on the New York Stock Exchange under the
symbol "VSH." Siliconix's common stock is quoted on the Nasdaq National Market
under the symbol "SILI."
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF ISSUES THAT YOU
SHOULD CONSIDER WITH RESPECT TO THE OFFER AND THE MERGER.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the Vishay common stock to be issued in
the offer and the merger or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 21, 2001.
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THIS DOCUMENT INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT VISHAY AND SILICONIX FROM DOCUMENTS FILED WITH THE SEC THAT HAVE NOT BEEN
INCLUDED IN OR DELIVERED WITH THIS DOCUMENT. THIS INFORMATION IS AVAILABLE AT A
WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV, AS WELL AS FROM OTHER SOURCES.
SEE "WHERE YOU CAN FIND MORE INFORMATION" BEGINNING ON PAGE 1.
YOU ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM US, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST TO OUR INFORMATION AGENT, MACKENZIE PARTNERS, INC.,
156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, COLLECT AT 212-929-5500 OR TOLL-FREE
AT 800-322-2885.
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TABLE OF CONTENTS
PAGE
----
WHERE YOU CAN FIND MORE INFORMATION......................... 1
QUESTIONS AND ANSWERS ABOUT THE OFFER....................... 3
SUMMARY..................................................... 7
Introduction.............................................. 7
Information About Vishay and Siliconix.................... 7
The Offer................................................. 8
Position of the Board of Directors of Siliconix........... 9
Risk Factors.............................................. 9
Other Factors to Consider Before Tendering Your Shares.... 10
RISK FACTORS................................................ 11
FORWARD LOOKING INFORMATION................................. 16
SELECTED FINANCIAL DATA OF VISHAY AND SILICONIX............. 17
SELECTED HISTORICAL FINANCIAL DATA OF VISHAY................ 18
SELECTED HISTORICAL FINANCIAL DATA OF SILICONIX............. 19
RECENT DEVELOPMENTS......................................... 20
COMPARATIVE PER SHARE INFORMATION........................... 21
COMPARATIVE MARKET VALUE.................................... 22
COMPARATIVE PER SHARE PRICES................................ 23
BACKGROUND OF THE OFFER..................................... 25
Events Leading to the Offer............................... 25
Events Occurring After the Commencement of the Offer...... 29
Certain Litigation........................................ 29
POSITION OF THE BOARD OF DIRECTORS OF SILICONIX............. 31
REASONS OF VISHAY FOR THE OFFER............................. 31
OTHER FACTORS TO CONSIDER BEFORE TENDERING YOUR SHARES...... 32
FINANCIAL FORECASTS......................................... 34
THE OFFER................................................... 35
Timing of the Offer....................................... 35
Extension, Termination and Amendment...................... 35
Exchange of Siliconix Shares; Delivery of Vishay Common
Stock.................................................. 36
Cash Instead of Fractional Shares of Vishay Common
Stock.................................................. 36
Procedure for Tendering Shares............................ 37
Withdrawal Rights......................................... 38
Guaranteed Delivery....................................... 38
Effect of Tender.......................................... 39
Material U.S. Federal Income Tax Consequences............. 39
Purpose of the Offer; The Merger; Appraisal Rights........ 41
Conditions of the Offer................................... 43
Certain Legal Matters and Regulatory Approvals............ 45
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PAGE
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Certain Effects of the Offer.............................. 45
Relationships with Siliconix.............................. 46
Accounting Treatment...................................... 47
Fees and Expenses......................................... 47
INTERESTS OF CERTAIN PERSONS................................ 48
COMPARISON OF RIGHTS OF HOLDERS OF SILICONIX COMMON STOCK
AND HOLDERS OF VISHAY COMMON STOCK........................ 49
LEGAL MATTERS............................................... 54
EXPERTS..................................................... 54
MISCELLANEOUS............................................... 54
SCHEDULE I Certain Information Concerning the Directors
and Executive Officers of Vishay.......................... I-1
SCHEDULE II Certain Information Concerning the Directors
and Executive Officers of Vishay TEMIC
Semiconductor Acquisition Holdings Corp. ...... II-1
ANNEX A Section 262 of General Corporation Law of the
State of Delaware............................. A-1
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WHERE YOU CAN FIND MORE INFORMATION
Vishay and Siliconix file annual, quarterly and special reports, proxy
statements and other information with the SEC under the Securities Exchange Act
of 1934. You may read and copy this information at the Public Reference Room of
the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.
You may also obtain copies of this information by mail from the Public
Reference Room of the SEC.
The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, like Vishay and Siliconix, who file
electronically with the SEC. The address of that site is www.sec.gov.
You can also inspect reports, proxy statements and other information about
Vishay at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
Vishay filed a registration statement on Form S-4 to register with the SEC
the Vishay common stock to be issued pursuant to the offer and the merger. This
prospectus is a part of that registration statement. As allowed by SEC rules,
this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement. We also
filed with the SEC a statement on Schedule TO pursuant to Rule 14d-3 under the
Exchange Act to furnish certain information about the offer and the merger. You
may obtain copies of the Form S-4 and the Schedule TO (and any amendments to
those documents) in the manner described above.
Siliconix is required to file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 regarding the offer within ten business days from
the commencement date of the offer and to disseminate this statement to
Siliconix stockholders. You may obtain a copy of the Schedule 14D-9 after it is
filed (and any amendments to that document) in the manner described above.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information contained directly in this prospectus.
This prospectus incorporates by reference the documents set forth below that
Vishay and Siliconix have previously filed with the SEC. These documents contain
important information about Vishay and Siliconix and their finances.
VISHAY SEC FILINGS (FILE NO. 001-07416) PERIOD
Annual Report on Form 10-K................... Year ended December 31, 2000
Quarterly Report on Form 10-Q................ Quarterly period ended March 31, 2001
Current Report on Form 8-K................... Filed on June 18, 2001
The description of Vishay common stock as set
forth in its Registration Statement on Form
S-3 (file no. 333-34178)................... Filed on April 6, 2000
SILICONIX SEC FILINGS (FILE NO. 000-03698) PERIOD
Annual Report on Forms 10-K and 10-K/A....... Year ended December 31, 2000
Quarterly Report on Form 10-Q................ Quarterly period ended March 31, 2001
Current Report on Form 8-K................... Filed on June 1, 2001
All documents filed by Vishay and Siliconix pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act with the SEC from the date of this
prospectus to the date that Siliconix shares are accepted for exchange pursuant
to our offer (or the date that our offer is terminated) shall also be deemed to
be incorporated herein by reference.
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Vishay has supplied all information contained or incorporated by reference
in this document relating to Vishay and Vishay TEMIC. We have obtained the
information contained in this document relating to Siliconix from Siliconix or
from publicly available sources.
Documents incorporated by reference are available from us without charge
upon request to our information agent, MacKenzie Partners, Inc., 156 Fifth
Avenue, New York, New York 10010, collect at 212-929-5500 or toll-free at
800-322-2885. Exhibits to these documents will only be furnished if they are
specifically incorporated by reference in this document. If you request any
incorporated documents from us, we will mail them to you by first class mail, or
another equally prompt means, within one business day after we receive your
request.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT OUR OFFER THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT
CONTAINED IN THIS PROSPECTUS OR IN ANY OF THE MATERIALS THAT WE HAVE
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE
YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A
JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO
EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS DOCUMENT ARE UNLAWFUL, OR
IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES,
THEN THE OFFER PRESENTED IN THIS DOCUMENT DOES NOT EXTEND TO YOU. THE
INFORMATION CONTAINED IN THIS DOCUMENT SPEAKS ONLY AS OF THE DATE OF THIS
DOCUMENT UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE
APPLIES.
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QUESTIONS AND ANSWERS ABOUT THE OFFER
Q. WHY IS VISHAY MAKING THIS OFFER?
A. Vishay, through Vishay TEMIC, currently owns approximately 80.4% of the
outstanding Siliconix common stock. Our purpose in making the offer is to
acquire all of the Siliconix shares that we do not already own. Our offer is
conditioned on there being tendered a majority of the publicly held Siliconix
shares. If that condition is satisfied and if the offer is consummated, we
will own more than 90% of the Siliconix shares. As soon as practicable after
the conclusion of the offer, we currently intend to effect a short-form
merger of Siliconix with a subsidiary of Vishay, with the surviving company
being a wholly-owned subsidiary of Vishay.
Q. WHAT WILL I RECEIVE IN EXCHANGE FOR MY SILICONIX SHARES IN THE OFFER?
A. You will be entitled to receive 1.5 shares of Vishay common stock in exchange
for each share of Siliconix common stock that you validly tender in the
offer. No fractional shares of Vishay common stock will be issued in the
offer. Instead, any stockholder entitled to receive a fractional Vishay share
will get cash in an amount equal to the fraction multiplied by the closing
price of a Vishay share on the NYSE on the day the offer expires.
Q. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SILICONIX SHARES?
A. If you decide not to tender your shares in the offer and the offer is
consummated and the short-form merger takes place, you will receive in the
merger the same consideration per Siliconix share you own that you would have
received, without interest, if you had tendered your shares in the offer,
unless you properly perfect your appraisal rights under Delaware law.
Although it is our current intention to effect the short-form merger, we are
not required to do so. We would not effect the short-form merger if prevented
from doing so by a court or, if in our judgment, it was advisable not to do
so in order to settle litigation or avoid litigation risks. See "Purpose of
the Offer; The Merger; Appraisal Rights" beginning on page 41.
Q. HOW LONG WILL IT TAKE TO COMPLETE THE OFFER AND THE MERGER?
A. We hope to complete the offer following its scheduled expiration on June 22,
2001. However, we may extend the offer if the conditions to the offer have
not been satisfied at the scheduled expiration date or if we are required to
extend by the rules of the SEC. We currently intend to complete the merger
shortly after the consummation of the offer.
Q. HAS THE SILICONIX BOARD MADE A RECOMMENDATION CONCERNING THE OFFER?
A. As set forth in Siliconix's solicitation/recommendation statement filed with
the SEC on June 8, 2001, the Siliconix board and the special committee of the
Siliconix board are taking no position with respect to the offer and the
merger.
Q. WHY HAS THE SILICONIX BOARD FORMED A SPECIAL COMMITTEE IN CONNECTION WITH
VISHAY'S PROPOSAL TO ACQUIRE ALL OF SILICONIX?
A. Vishay owns approximately 80.4% of Siliconix's outstanding common stock. Four
members of Siliconix's board of directors are employees or consultants of
Vishay. King Owyang, Siliconix's president and chief executive officer, holds
options to purchase 102,500 shares of Vishay common stock. Because of these
significant conflicts of interest, after the board of directors of Siliconix
was advised that Vishay had an interest in acquiring the shares of Siliconix
that it did not already own, the Siliconix board established a special
committee consisting of directors who were not then affiliated with Siliconix
or Vishay, other than as Siliconix directors, and who held no management
positions with Siliconix. The special committee retained its own counsel and
investment advisor and was authorized to negotiate with Vishay concerning
Vishay's initial proposal, to evaluate the proposal and to make a
recommendation to the Siliconix stockholders. See "Background of the Offer"
beginning on page 25. You should be aware, however, that members of the
special committee have had prior business relationships with Vishay.
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To find out more information about the conflicts of interest that exist
between Vishay, the Siliconix board of directors and the special committee,
please refer to "Interests of Certain Persons" on page 48.
Q. HAS THERE BEEN ANY OBJECTION BY SILICONIX STOCKHOLDERS TO VISHAY'S PROPOSAL
TO ACQUIRE THE PUBLICLY HELD SHARES OF SILICONIX?
A. Yes. A number of class action lawsuits were filed in Delaware and California
after Vishay announced its initial proposal to acquire the publicly held
shares of Siliconix. These lawsuits allege, among other things, a breach of
fiduciary duty by Vishay, Siliconix and certain members of the boards of
directors of Vishay and Siliconix and the existence of conflicts of interest
of members of the special committee. See "Certain Litigation" on page 29 for
a more detailed discussion of these lawsuits. It is a condition to the offer
that there be no litigation relating to the offer or the merger at the time
shares are accepted for exchange, but we can waive this condition.
Q. WHAT PERCENTAGE OF VISHAY COMMON STOCK WILL SILICONIX STOCKHOLDERS OWN AFTER
THE OFFER AND THE MERGER?
A. Immediately after consummation of the offer and the merger, we anticipate
that the former public stockholders of Siliconix will hold approximately 6.0%
of the outstanding shares of Vishay, including for this purpose Vishay's
Class B common stock. This assumes 122,429,597 shares of Vishay common stock
and 15,506,634 shares of Vishay Class B common stock outstanding before
giving effect to the consummation of the offer and the merger, that 8,773,560
shares of Vishay common stock will be issued in the offer and the merger and
that no stockholders exercise appraisal rights.
The holders of Vishay common stock are entitled to one vote for each share
held, while the holders of Class B common stock are entitled to 10 votes for
each share held. The former public stockholders of Siliconix, who are
receiving common stock, will hold approximately 3.1% of the outstanding
voting power of Vishay immediately following the offer and the merger. See
"Risk Factors -- The holders of Class B common stock have voting control of
Vishay" on page 15.
Q. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
A. The offer is subject to several conditions, including:
- at least a majority of the outstanding Siliconix common stock not held by
Vishay or its subsidiaries having been validly tendered and not properly
withdrawn;
- the registration statement of which this prospectus is a part having been
declared effective by the SEC;
- the shares of Vishay common stock to be issued in the offer having been
approved for listing on the NYSE;
- the tax opinion of Kramer Levin Naftalis & Frankel LLP, filed as an
exhibit to the registration statement, not having been withdrawn;
- there not having occurred any other event that would reasonably be
expected to have a material adverse effect on Siliconix;
- the absence of certain legal impediments to the offer or the merger; and
- the absence of certain litigation or other legal action by or before any
court or governmental authority.
The minimum condition, the registration statement effectiveness condition
and the listing condition will not be waived in this offer. These conditions
and other conditions to the offer are discussed in this prospectus under
"Conditions of the Offer" beginning on page 43.
Q. HOW DO I PARTICIPATE IN YOUR OFFER?
A. To tender your shares, you should do the following:
- If you hold shares in your own name, complete and sign the enclosed letter
of transmittal and return it with your share certificates to American
Stock Transfer & Trust Company, the exchange agent
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for the offer, at the appropriate address specified on the back cover page
of this prospectus before the expiration date of the offer.
- If you hold your shares in "street name" through a broker or other
nominee, instruct your nominee to tender your shares before the expiration
date.
Alternatively, you may comply with the guaranteed delivery procedures set
forth in "Guaranteed Delivery" beginning on page 38. For more information on
the timing of the offer, extensions of the offer period and your rights to
withdraw your shares from the offer before the expiration date, please refer
to "The Offer" beginning on page 35.
Q. WILL I BE TAXED ON THE VISHAY COMMON STOCK THAT I RECEIVE?
A. Your receipt of the Vishay common stock will generally be tax-free for United
States federal income tax purposes. However, you may be subject to taxes for
any cash received in lieu of a fraction of a share of Vishay common stock.
Q. WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?
A. If you are the record owner of your Siliconix shares and you tender your
shares directly to the exchange agent, you will not have to pay brokerage
fees or incur similar expenses. If you own your shares through a broker or
other nominee, and your broker tenders the shares on your behalf, your broker
may charge you a fee for doing so. You should consult your broker or other
nominee to determine whether any charges will apply.
Q. DO THE STATEMENTS ON THE COVER PAGE REGARDING THIS PROSPECTUS BEING SUBJECT
TO CHANGE AND THE REGISTRATION STATEMENT FILED WITH THE SEC NOT YET BEING
EFFECTIVE MEAN THAT THE OFFER HAS NOT COMMENCED?
A. No. Effectiveness of the registration statement is not necessary for the
offer to commence. Last year, the SEC changed its rules to permit exchange
offers to begin before the related registration statement has become
effective, and we are taking advantage of the rule changes. We cannot,
however, accept for exchange any shares tendered in the offer until the
registration statement is declared effective by the SEC and the other
conditions to our offer have been satisfied or, where permissible, waived.
Q. ARE VISHAY'S BUSINESS, PROSPECTS AND FINANCIAL CONDITION RELEVANT TO MY
DECISION TO TENDER MY SHARES IN THE OFFER?
A. Yes. Shares of Siliconix accepted in the offer will be exchanged for Vishay
common stock and so you should consider Vishay's business, prospects and
financial condition before you decide to tender your shares in the offer. In
considering Vishay's business, prospects and financial condition, you should
review the documents incorporated by reference in this prospectus because
they contain detailed business, financial and other information about us.
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Q. WHERE CAN I FIND OUT MORE INFORMATION ABOUT VISHAY AND SILICONIX?
A. You can find out information about Vishay and Siliconix from various sources
described under "Where You Can Find More Information" beginning on page 1.
Q. WHO CAN I CALL WITH QUESTIONS ABOUT THE OFFER?
A. You can contact our information agent, MacKenzie Partners, Inc., collect at
212-929-5500 or toll-free at 800-322-2885.
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SUMMARY
This summary highlights selected information from this document and does
not contain all of the information that is important to you. To better
understand the offer and the short-form merger and for a more complete
description of the legal terms of the offer and the merger, you should read
carefully this entire document and the documents to which you have been
referred. See "Where You Can Find More Information" beginning on page 1.
INTRODUCTION
We propose to acquire all the shares of common stock of Siliconix that we
do not own. Currently, Vishay owns approximately 80.4% of Siliconix's
outstanding shares. We are offering to exchange 1.5 shares of Vishay common
stock for each outstanding share of Siliconix common stock validly tendered and
not properly withdrawn in the offer. We will not accept any Siliconix shares for
exchange in the offer unless the shares tendered constitute at least a majority
of the publicly held shares. There are also other conditions to the offer.
We currently intend to merge Siliconix with a wholly-owned subsidiary of
Vishay promptly after the consummation of the offer, by way of a short-form
merger under Delaware law. Each share of Siliconix common stock which has not
been exchanged or accepted for exchange in the offer would be converted in the
merger into the same consideration per Siliconix share as is exchanged in the
offer.
INFORMATION ABOUT VISHAY AND SILICONIX
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355
(610) 644-1300
Vishay, a Fortune 1000 Company, is the largest U.S. and European
manufacturer of passive electronic components (resistors, capacitors, and
inductors) and a leading producer of discrete semiconductor components (diodes,
transistors and optoelectronic products). All of these components are vital to
the operation of electronic circuits and can be found in computers, telephones,
TVs, automobiles, household appliances, medical equipment, satellites and
military and aerospace equipment. With headquarters in Malvern, Pennsylvania,
Vishay employs over 20,000 people in over 66 facilities in the U.S., Mexico,
Germany, Austria, the United Kingdom, France, Portugal, the Czech Republic,
Israel, Japan, Taiwan (R.O.C.), China, and the Philippines. See Schedule I for
certain information regarding the directors and executive officers of Vishay.
Vishay reviews acquisition opportunities in the ordinary course of
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation. There can be no assurance that any of
such acquisitions will be consummated.
SILICONIX INCORPORATED
2201 Laurelwood Road
Santa Clara, California 95054
(908) 958-8000
Siliconix designs, markets and manufactures power and analog semiconductor
products. Siliconix focuses on technologies and products for the communications,
computer and automotive markets; additionally, many of its products are also
used in instrumentation and industrial applications.
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THE OFFER (PAGE 35)
EXCHANGE OF SILICONIX SHARES; DELIVERY OF VISHAY COMMON STOCK
Upon the terms and subject to the conditions of the offer, we will accept
for exchange, and will exchange, Siliconix shares validly tendered and not
properly withdrawn as promptly as practicable after the expiration date of our
offer.
TIMING OF THE OFFER
Our offer is currently scheduled to expire on Friday, June 22, 2001;
however, we may extend our offer from time to time as necessary until all the
conditions to the offer have been satisfied or, where permissible, waived. For
further details, see "Extension, Termination and Amendment" beginning on page
35.
EXTENSION, TERMINATION AND AMENDMENT
We reserve the right, in our sole discretion, at any time or from time to
time to extend the period of time during which our offer remains open, and we
can do so by giving oral or written notice of such extension to the exchange
agent. If we decide to extend our offer, we will make an announcement to that
effect no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date. We are not making any assurance
that we will exercise our right to extend our offer, although we currently
intend to do so until all conditions have been satisfied or, where permissible,
waived. During any such extension, all Siliconix shares previously tendered and
not withdrawn will remain subject to the offer, subject to your right to
withdraw your Siliconix shares prior to the expiration date of the offer.
We reserve the right to increase or decrease the exchange ratio or to make
any other changes in the terms and conditions of the offer. However, in no event
will we consummate the offer unless the registration statement has been declared
effective, the Vishay shares issuable in the offer have been listed on the NYSE
and at least a majority of the publicly held shares of Siliconix have been
validly tendered for exchange and not properly withdrawn.
Any increase or decrease in the exchange ratio or extension, termination,
other amendment or delay of the offer will be made by giving written or oral
notice to the exchange agent. We will follow any extension, termination,
amendment or delay, as promptly as practicable, with a public announcement. In
the case of an extension, any such announcement will be issued no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled expiration date. Subject to applicable law (including Rules 14d-4(c)
and 14d-6(d) under the Exchange Act, which require that any material change in
the information published, sent or given to stockholders in connection with the
offer be promptly sent to stockholders in a manner reasonably designed to inform
stockholders of such change) and without limiting the manner in which we may
choose to make any public announcement, we assume no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service.
WITHDRAWAL RIGHTS
Siliconix shares tendered pursuant to the offer may be withdrawn at any
time prior to the expiration date of the offer.
PROCEDURE FOR TENDERING SHARES
The method of tendering your shares in the offer will depend on whether the
shares are held in certificate or book-entry form.
- If your shares are held in certificate form, you must deliver the
certificates, a properly completed and duly executed letter of
transmittal, or a manually executed facsimile of that document, and any
other required documents to the exchange agent at one of its addresses
set forth on the back cover
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of this prospectus. In the circumstances detailed in the letter of
transmittal, the signatures on the letter of transmittal must be
guaranteed.
- If your Siliconix shares are held in book-entry form, the shares must be
tendered in accordance with the procedures for book-entry tender, and the
exchange agent must receive a so-called "agent's message" and a
confirmation of receipt of the tender. The procedures for book-entry
transfer are described under "Procedure for Tendering Shares" beginning
on page 37.
In all cases, deliveries must be made prior to the expiration of the offer.
If your shares are not currently available and you cannot now comply with
the preceding requirements, you can still participate in the offer by complying
with the guaranteed delivery procedures set forth under "Guaranteed Delivery"
beginning on page 38.
APPRAISAL RIGHTS
Under Delaware law, you will not have any appraisal rights in connection
with the offer. However, appraisal rights are available in connection with the
short-form merger. For a detailed discussion of these appraisal rights, see
"Purpose of the Offer; The Merger; Appraisal Rights" beginning on page 41.
ACCOUNTING TREATMENT
The merger will be accounted for at historical costs, with the exception of
the Siliconix minority interest acquired in the offer, and the merger which will
be accounted for under the purchase method of accounting in accordance with
United States generally accepted accounting principles. Accordingly, the cost to
acquire the Siliconix minority interest in excess of its carrying value will be
allocated on a pro rata basis to the assets acquired and liabilities assumed
based on their fair values, with any excess being allocated to goodwill.
The acquisition of the Siliconix common stock would not be considered
material to Vishay and, accordingly, Vishay is not required to include pro forma
financial information in this prospectus, except as provided in "Comparative Per
Share Information" on page 21.
POSITION OF THE BOARD OF DIRECTORS OF SILICONIX (PAGE 31)
The Siliconix board of directors and the special committee have determined
to remain neutral and make no recommendation with respect to the offer and the
merger.
RISK FACTORS (PAGE 11)
In deciding whether to tender your shares pursuant to the offer, you should
read carefully this prospectus and the documents to which we refer you. You
should carefully take into account the following risk factors:
- the market value of Vishay common stock at the time you tender may be
different than at the time you receive your Vishay shares in the offer
and the merger; the exchange ratio for the offer will not be adjusted
based upon changes in the market price of Vishay stock;
- the price of Vishay common stock could depend upon factors different than
those affecting the price of Siliconix common stock; the price of Vishay
common stock could decline following the offer;
- there are risks associated with integrating Siliconix into Vishay,
including the risk that the anticipated benefits of the business
combination may not be fully realized; and
- there are general risks associated with Vishay's business, including
competition, its ability to respond to technological change and the
current softness in the electronic component industry.
See "Risk Factors" beginning on page 11 for a more complete discussion of
these and other risk factors.
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OTHER FACTORS TO CONSIDER BEFORE TENDERING YOUR SHARES (PAGE 32)
In addition to the risk factors, there are a variety of other factors that
you should consider in determining whether to tender your shares in the offer.
Among these are the anticipated competitive advantages that a fully combined
entity could have and the larger trading volume and analyst coverage of the
Vishay common stock over the Siliconix common stock. You should also consider
Siliconix's positive historical business performance, its historical stock price
in relation to its earnings and Siliconix's other business strengths and
innovative traditions from which you will benefit only indirectly as a
stockholder of Vishay. See "Other Factors to Consider Before Tendering Your
Shares" beginning on page 32 and "Relationships with Siliconix" beginning on
page 46.
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RISK FACTORS
In deciding whether to tender your shares pursuant to the offer, you should
read carefully this prospectus and the documents to which we refer you. You
should also carefully consider the following factors:
RISKS RELATED TO THE OFFER AND THE MERGER
THE NUMBER OF VISHAY SHARES THAT YOU RECEIVE IN THE OFFER WILL BE BASED UPON A
FIXED EXCHANGE RATIO. THE VALUE OF THE VISHAY SHARES AT THE TIME YOU RECEIVE
THEM COULD BE LESS THAN AT THE TIME YOU TENDER YOUR SILICONIX SHARES.
In the offer, each Siliconix share will be exchanged for 1.5 Vishay shares.
This is a fixed exchange ratio. The offer does not provide for an adjustment in
the exchange ratio even if there is a decrease in the market price of the Vishay
common stock between the date of this prospectus and the expiration date of the
offer. The market price of the Vishay common stock will likely be different on
the date of the expiration of the offer than it is today because of changes in
the business, operations or prospects of Vishay, market reactions to this offer,
possible other Vishay acquisitions, issuances by Vishay of equity or debt
securities, general market and economic conditions and other factors. Tendering
stockholders of Siliconix are urged to obtain current market quotations for the
Vishay common stock and the Siliconix common stock. See "Conditions of the
Offer" beginning on page 43 and "Comparative Per Share Prices" on page 23.
BENEFITS OF THE COMBINATION MAY NOT BE REALIZED.
If we consummate the offer and the contemplated short-form merger, we will
integrate two separate companies whose operations have until now been integrated
in only limited ways. The successful combination of Vishay and Siliconix will
require, among other things, integration of Vishay's and Siliconix's sales and
marketing programs, their information and software systems, their employee
retention, hiring and training programs, and their research and development
efforts. The consolidation of business functions, the integration of
departments, systems and procedures, and relocation of staff may present
management challenges. We may not be able to fully integrate the operations of
Siliconix with our operations without encountering difficulties. The integration
may not be completed as rapidly as we expect or achieve anticipated benefits.
Also, management's attention may be diverted by the integration effort, which
could adversely affect the combined company's businesses.
WE MAY INCUR INTEGRATION AND RESTRUCTURING COSTS.
If the offer and the merger are consummated, we may incur significant
charges as a result of rationalizing and integrating operations. These costs may
include severance and related employee benefit costs and other restructuring
costs, among others.
THE TRADING PRICE OF VISHAY COMMON STOCK MAY BE AFFECTED BY FACTORS DIFFERENT
FROM THOSE AFFECTING THE PRICE OF SILICONIX COMMON STOCK. THE PRICE OF VISHAY
COMMON STOCK COULD DECLINE FOLLOWING THE OFFER.
Upon consummation of the offer and the merger, holders of Siliconix common
stock will become holders of Vishay common stock. Vishay's business differs from
that of Siliconix, and Vishay's results of operations and business, as well as
the trading price of Vishay common stock, may be affected by factors different
from those affecting Siliconix's results of operations and business and the
price of Siliconix common stock. The price of Vishay common stock may decrease
after shares are accepted for exchange in the offer or after the merger is
consummated.
OFFICERS AND DIRECTORS OF SILICONIX HAVE POTENTIAL CONFLICTS OF INTEREST IN THE
OFFER.
On June 8, 2001, Siliconix filed with the SEC a solicitation/recommendation
statement, in which it disclosed that the Siliconix board and the special
committee have determined to remain neutral regarding
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the offer and the merger. In evaluating the Siliconix position, you should be
aware that there exist conflicts of interest among members of the Siliconix
board. Not only does Vishay own approximately 80.4% of the outstanding Siliconix
stock, but four of the seven members of the Siliconix board have affiliations
with Vishay and King Owyang, president and chief executive officer of Siliconix,
holds options to purchase Vishay stock. For this reason, the board of Siliconix
designated a special committee of its directors to consider, evaluate and make a
recommendation concerning Vishay's initial proposal to acquire all of Siliconix.
Members of the special committee have no present relationships with Vishay, but
in the past, they have had significant ties to Vishay. See "Interests of Certain
Persons" on page 48.
RISKS RELATED TO VISHAY'S BUSINESS GENERALLY
VISHAY'S BUSINESS IS CYCLICAL AND CURRENT SOFTNESS IN THE ELECTRONIC COMPONENT
INDUSTRY MAY CONTINUE AND MAY BECOME MORE PRONOUNCED.
Vishay and others in the electronic and semiconductor component industry
have recently experienced softness in product demand on a global basis,
resulting in order cancellations and deferrals. This softness is primarily
attributable to a slowing of growth in the personal computer and cell phone
product markets. This slowdown may continue and may become more pronounced. Such
a slowdown in demand, as well as recessionary trends in the global economy in
general or in specific countries or regions where we sell the bulk of our
products, such as the U.S., Germany, France or the Pacific Rim, makes it more
difficult for us to predict our future sales, which also makes it more difficult
to manage our operations, and could adversely impact our results of operations.
In the past, adverse economic trends that resulted in a slowdown in demand for
electronic components materially and adversely impacted Vishay's results of
operations. A decrease in the current demand for Vishay's products or an
increase in supply due to the expansion of production capacity by Vishay's
competitors could cause a significant drop in average sales prices, which could,
in turn, cause a reduction in Vishay's gross margins and operating profits. In
addition, at the initial stage of a business cycle increased efforts by
distributors to sell inventory remaining from the prior cycle may cause average
selling prices to decrease. Vishay's published first quarter 2001 operating
results and those of its competitors can be viewed as being reflective of these
industry trends. Although both Vishay and Siliconix operate in the electronic
components industry, their businesses differ and the effects of the current
slowdown on their operations and prospects may not be the same.
TO REMAIN SUCCESSFUL, VISHAY MUST CONTINUE TO INNOVATE.
Vishay's future operating results are dependent on its ability to
continually develop, introduce and market new and innovative products, to modify
existing products to respond to technological change and to customize certain
products to meet customer requirements. There are numerous risks inherent in
this process, including the risks that Vishay will be unable to anticipate the
direction of technological change or that Vishay will be unable to develop and
market new products and applications in a timely fashion to satisfy customer
demands. If this occurs, Vishay could lose customers and experience adverse
effects on its financial condition, results of operation and prospects.
Siliconix has had a history of successful product innovation, including in the
past year.
IN THE PAST VISHAY HAS GROWN THROUGH ACQUISITIONS BUT THIS MAY NOT CONTINUE.
Vishay's long-term historical growth in revenues and net earnings has
resulted in large part from its strategy of expansion through acquisitions.
However, we cannot assure you that Vishay will identify or succeed in
consummating transactions with suitable acquisition candidates in the future.
From time to time, when Vishay is in the process of pursuing a strategic
acquisition, Vishay or the acquisition target may feel compelled in order to
comply with applicable law or for other reasons to announce the potential
acquisition or Vishay's desire to enter into a certain market prior to the
parties' entering into formal agreements. If an acquisition is announced and
then not consummated, Vishay's credibility in the financial markets could
suffer.
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If Vishay were to undertake a substantial acquisition for cash, the
acquisition would likely need to be financed in part through bank borrowings or
the issuance of public or private debt. This would decrease Vishay's ratio of
earnings to fixed charges and adversely affect other leverage criteria. Under
our existing credit facility we are required to secure any borrowings by pledges
of our stock interest in, and obtain certain guarantees from, certain of our
significant subsidiaries. In addition, this credit facility restricts us from
paying cash dividends on our capital stock, requires us to comply with other
covenants including the application of specific financial ratios and requires us
to obtain the lenders' consent for certain additional debt financing. We cannot
assure you that the necessary acquisition financing would be available to Vishay
when required on acceptable terms. If Vishay were to undertake an acquisition
for equity, the acquisition may have a dilutive effect on the interests of the
holders of Vishay common stock.
VISHAY'S RESULTS ARE SENSITIVE TO RAW MATERIAL AVAILABILITY, QUALITY AND COST.
Many of Vishay's products require the use of raw materials which are
produced in only a limited number of regions around the world or are available
from only a limited number of suppliers. Vishay's results of operations may be
adversely affected if Vishay has difficulty obtaining these raw materials, the
quality of available raw materials deteriorates or there are significant price
increases for these raw materials. For example, the prices for tantalum and
palladium, two raw materials we use in our capacitors, are subject to
fluctuation. For periods in which the prices of these raw materials are rising,
we may be unable to pass on the increased cost to our customers and thereby
experience decreased margins for the products in which they are used. For
periods in which the prices are declining, we may be required to write down our
inventory carrying cost of these raw materials which, depending on the extent of
the difference between market price and our carrying cost, could have a material
adverse effect on our net earnings. In addition, from time to time there have
been short-term market shortages of these raw materials. While these shortages
have not historically adversely affected our ability to increase production of
products containing these raw materials, they have historically resulted in
higher raw material costs for us. We cannot assure that any such market
shortages in the future would not adversely affect our ability to increase
production, particularly during periods of growing demand for our products.
Vishay is a major consumer of the world's annual production of tantalum, a
material used in the manufacture of tantalum capacitors. There are currently
three major suppliers that process tantalum ore into capacitor grade tantalum
powder. Vishay believes that in the long term there exist sufficient tantalum
ore reserves and a sufficient number of tantalum processors to satisfy demand.
The market prices of tantalum ore are currently declining. Depending on the
extent of this trend, we could be required to write down the carrying cost of
our inventory of tantalum ore, which could have a material adverse effect on our
net earnings.
Palladium, a metal used to produce multi-layer ceramic capacitors, is
currently found primarily in South Africa and Russia. Palladium is a commodity
product that is subject to price volatility. The price of palladium fluctuated
in the range of approximately $201 to $970 per troy ounce during the three years
ended December 31, 2000. Since that time, the price of palladium has been as
high as $1,110 per troy ounce and as of May 25, 2001, it was approximately $660
per troy ounce.
VISHAY FACES INTENSE COMPETITION IN ITS BUSINESS.
Vishay's business is highly competitive worldwide, with low transportation
costs and few import barriers. Vishay competes principally on the basis of
product quality and reliability, availability, customer service, technological
innovation, timely delivery and price. The electronics components industry has
become increasingly concentrated and globalized in recent years and Vishay's
major competitors, some of which are larger than Vishay, have significant
financial resources and technological capabilities.
VISHAY'S BACKLOG IS SUBJECT TO CUSTOMER CANCELLATION.
Many of the orders that comprise Vishay's backlog may be canceled by
customers without penalty. Customers may on occasion double and triple order
components from multiple sources to ensure timely
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delivery when backlog is particularly long. Customers often cancel orders when
business is weak and inventories are excessive, a phenomenon that Vishay has
experienced in the current economic slowdown. Therefore, Vishay cannot be
certain the amount of its backlog does not exceed the level of orders that will
ultimately be delivered. Vishay's results of operations could be adversely
impacted if customers were to cancel a material portion of orders in Vishay's
backlog.
VISHAY MAY NOT HAVE ADEQUATE FACILITIES TO SATISFY FUTURE INCREASES IN DEMAND
FOR ITS PRODUCTS.
Vishay's business is cyclical and in periods of a rising economy may
experience intense demand for its products. During such periods, Vishay may have
difficulty expanding its manufacturing to satisfy demand. Factors which could
limit such expansion include delays in procurement of manufacturing equipment,
shortages of skilled personnel and capacity constraints at Vishay's facilities.
If Vishay is unable to meet its customers' requirements and its competitors
sufficiently expand production, Vishay could lose customers and/or market share.
This could have an adverse effect on Vishay's financial condition, results of
operations and prospects.
FUTURE CHANGES IN VISHAY'S ENVIRONMENTAL LIABILITY AND COMPLIANCE OBLIGATIONS
MAY HARM VISHAY'S ABILITY TO OPERATE OR INCREASE COSTS.
Vishay's manufacturing operations, products and/or product packaging are
subject to environmental laws and regulations governing air emissions,
wastewater discharges, the handling, disposal and remediation of hazardous
substances, wastes and certain chemicals used or generated in Vishay's
manufacturing processes, employee health and safety labelling or other
notifications with respect to the content or other aspects of Vishay's
processes, products or packaging, restrictions on the use of certain materials
in or on design aspects of Vishay's products or product packaging and
responsibility for disposal of products or product packaging. More stringent
environmental regulations may be enacted in the future, and Vishay cannot
presently determine the modifications, if any, in Vishay's operations that any
such future regulations might require, or the cost of compliance with these
regulations. In order to resolve liabilities at various sites, Vishay has
entered into various administrative orders and consent decrees, some of which
may, under certain conditions, be reopened or subject to renegotiation.
RISKS RELATED TO VISHAY'S OPERATIONS OUTSIDE THE UNITED STATES
VISHAY DERIVES A SUBSTANTIAL AMOUNT OF ITS REVENUES FROM OUTSIDE THE UNITED
STATES.
Approximately 56% of Vishay's revenues during 2000 were derived from sales
to customers outside the United States. Vishay's operating results could be
adversely affected by currency exchange rate fluctuations, regional inflation,
changes in monetary policy and tariffs, changes in local laws and regulations in
jurisdictions other than the U.S., international trade restrictions,
intergovernmental disputes, local laws that increase labor costs and reduction
or cancellation of government grants, tax benefits or other incentives.
VISHAY OBTAINS SUBSTANTIAL BENEFITS BY OPERATING IN ISRAEL, BUT THESE BENEFITS
MAY NOT CONTINUE.
Vishay has increased its operations in Israel over the past several years.
The low tax rates in Israel applicable to earnings of Vishay's operations in
that country, compared to the rates in the U.S., have had the effect of
increasing Vishay's net earnings. In addition, Vishay has taken advantage of
certain incentive programs in Israel, which take the form of grants designed to
increase employment in Israel. Any significant increase in the Israeli tax rates
or reduction or elimination of the Israeli grant programs that have benefited
Vishay could have an adverse impact on Vishay's results of operations. See Note
1 to the Consolidated Financial Statements in Vishay's 2000 Annual Report on
Form 10-K incorporated by reference in this prospectus for a description of
Vishay's accounting policy for grants received by certain subsidiaries from
governments outside the United States.
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VISHAY ATTEMPTS TO IMPROVE PROFITABILITY BY OPERATING IN COUNTRIES IN WHICH
LABOR COSTS ARE LOW, BUT THE SHIFT OF OPERATIONS TO THESE REGIONS MAY ENTAIL
CONSIDERABLE EXPENSE.
Vishay's strategy is aimed at achieving significant production cost savings
through the transfer and expansion of manufacturing operations to and in
countries with lower production costs, such as Israel, Mexico, Portugal, the
Czech Republic, Taiwan and the People's Republic of China. In this process,
Vishay may experience under-utilization of certain plants and factories in high
labor cost regions and capacity constraints in plants and factories located in
low labor cost regions. This may result initially in production inefficiencies
and higher costs. Such costs include those associated with compensation in
connection with work force reductions and plant closings in the higher labor
cost regions, and start-up expenses, manufacturing and construction delays, and
increased depreciation costs in connection with the initiation or expansion of
production in lower labor cost regions. For example, during the first quarter of
2001 restructuring costs were $6.0 million as a result of Vishay's accelerated
effort to streamline operations in response to the continued weakness in the
electronic components market at the time, and we estimate that additional
restructuring costs during 2001 will be approximately $30 million.
As Vishay implements transfers of certain of its operations it may
experience strikes or other types of labor unrest as a result of lay-offs or
termination of Vishay's employees in high labor cost countries.
RISKS RELATED TO VISHAY'S CAPITAL STRUCTURE
THE HOLDERS OF CLASS B COMMON STOCK HAVE VOTING CONTROL OF VISHAY.
Vishay has two classes of common stock: common stock and Class B common
stock. The holders of common stock are entitled to one vote for each share held,
while the holders of Class B common stock are entitled to 10 votes for each
share held. Currently, the holders of the Class B common stock hold 54.1% of the
voting power of Vishay. This includes 41.3% of the total voting power owned or
controlled by Dr. Felix Zandman, the Chairman of the Board and Chief Executive
Officer of Vishay. As a result, the holders of Class B common stock are able to
cause the election of the entire board of directors of Vishay. The holders of
the Class B common stock may also be able to approve other action as
stockholders without obtaining the votes of other stockholders of Vishay.
THE EXISTENCE OF THE CLASS B COMMON STOCK MAY DEPRIVE OTHER STOCKHOLDERS OF A
PREMIUM VALUE FOR THEIR SHARES IN A TAKEOVER.
The effective control of Vishay by holders of the Class B common stock may
make Vishay less attractive as a target for a takeover proposal. It may also
render more difficult or discourage a merger proposal or proxy contest for the
removal of the incumbent directors, even if such actions were favored by all
stockholders of Vishay other than the holders of the Class B common stock.
Accordingly, this may deprive the holders of common stock of an opportunity they
might otherwise have to sell their shares at a premium over the prevailing
market price in connection with a merger or acquisition of Vishay with or by
another company.
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FORWARD LOOKING INFORMATION
Certain statements contained in or incorporated by reference into this
document are "forward looking statements." These forward looking statements
generally can be identified by use of statements that include phrases such as
"believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will"
or other similar words or phrases. Similarly, statements that describe our
objectives, plans or goals are or may be forward looking statements. All forward
looking statements involve risks and uncertainties. In particular, any
statements regarding the benefits of the offer and the merger, as well as
expectations with respect to future business performance, operating efficiencies
and cost savings, are subject to known and unknown risks, uncertainties and
contingencies, many of which are beyond the control of Vishay and Siliconix,
which may cause actual results, performance or achievements to differ materially
from anticipated results, performance or achievements. Factors that might affect
such forward looking statements include, among other things:
- the ability to fully integrate Siliconix into Vishay's operations,
- overall economic and business conditions,
- the demand for Vishay's and Siliconix's goods and services,
- competitive factors in the industries in which Vishay and Siliconix
compete,
- changes in government regulation,
- changes in tax requirements, including tax rate changes, new tax laws and
revised tax law interpretations,
- developments in and results of litigation, including the stockholder
actions commenced after announcement of Vishay's initial proposal to
acquire the publicly held shares of Siliconix,
- interest rate fluctuations, foreign currency rate fluctuations and other
capital market conditions,
- economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital
across borders,
- the timing, impact and other uncertainties of pending and future
acquisitions by Vishay; and
- the ability to achieve anticipated synergies and other cost savings in
connection with such future acquisitions.
These factors and the risk factors described in the previous section are
not necessarily all of the important factors that could cause actual results,
performance or achievements to differ materially from those expressed in any of
our forward looking statements. Other unknown or unpredictable factors also
could have material adverse effects on our future results, performance or
achievements. The forward looking statements included in this document are made
only as of the date of this document, and we do not have any obligation to
publicly update any forward looking statements to reflect subsequent events or
circumstances. We cannot assure you that projected results or events will be
achieved or will occur.
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SELECTED FINANCIAL DATA OF VISHAY AND SILICONIX
The following information is being provided to assist you in analyzing the
financial aspects of the offer and the merger. The information for Vishay for
the three months ended March 31, 2001 and 2000 was derived from the unaudited
Consolidated Financial Statements included in Vishay's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2001. The data presented for
Vishay for the three months ended March 31, 2001 and 2000 are unaudited but, in
the opinion of Vishay's management, include all adjustments, consisting of
normal recurring adjustments, necessary for the fair presentation of such data.
Vishay's results for the three months ended March 31, 2001 are not necessarily
indicative of the results to be expected for the fiscal year ending December 31,
2001. The information for Vishay for each of the five years in the period ended
December 31, 2000 was derived from the audited Consolidated Financial Statements
included in Vishay's Annual Reports on Form 10-K. You should be aware that
Vishay's financial statements reflect its ownership interest in Siliconix.
The information for Siliconix for the three months ended March 31, 2001 and
April 2, 2000 was derived from the unaudited Consolidated Financial Statements
included in Siliconix's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2001. The data presented for Siliconix for the three months
ended March 31, 2001 and April 2, 2000 are unaudited but, in the opinion of
Siliconix's management, include all adjustments, consisting of normal recurring
adjustments, necessary for the fair presentation of such data. Siliconix's
results for the three months ended March 31, 2001 are not necessarily indicative
of the results to be expected for the fiscal year ending December 31, 2001. The
information for Siliconix for each of the five years in the period ended
December 31, 2000 was derived from the audited Consolidated Financial Statements
included in Siliconix's Annual Reports on Form 10-K.
The information should be read in conjunction with the historical financial
statements and related notes contained in the annual, quarterly and other
reports filed by Vishay and Siliconix with the SEC. See "Where You Can Find More
Information" on page 1.
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SELECTED HISTORICAL FINANCIAL DATA OF VISHAY
(UNAUDITED)
AS OF AND FOR THE
THREE MONTHS
ENDED MARCH 31, AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2001 2000 2000 1999(1) 1998(2) 1997(3) 1996(4)
-------- -------- -------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales..................... $ 558.5 $ 538.9 $2,465.1 $1,760.1 $1,572.7 $1,125.2 $1,098.0
Interest expense.............. 2.9 12.5 25.2 53.3 49.0 18.8 17.4
Earnings before income taxes
and minority interest....... 119.5 103.9 690.2 134.7 42.6 89.6 70.8
Income taxes.................. 26.9 23.5 148.2 36.9 30.6 34.2 17.7
Minority interest............. 2.5 6.2 24.2 14.5 3.8 2.1 0.5
Net earnings.................. 90.1 74.3 517.9 83.2 8.2 53.3 52.6
Basic earnings per share(5)... 0.65 0.57 3.83 0.66 0.07 0.42 0.41
Diluted earnings per
share(5).................... 0.65 0.56 3.77 0.65 0.07 0.42 0.41
Weighted average shares
outstanding -- basic(5)..... 137.7 130.0 135.3 126.7 126.7 126.7 126.6
Weighted average shares
outstanding -- diluted(5)... 138.9 132.7 137.5 128.2 126.8 126.9 126.7
BALANCE SHEET DATA:
Total assets.................. $2,933.0 $2,783.7 $2,323.8 $2,462.7 $1,719.6 $1,558.5
Long-term debt................ 253.0 140.5 656.9 814.8 347.5 229.9
Working capital............... 1,230.4 1,057.2 604.2 650.5 455.1 434.2
Stockholders' equity.......... 1,902.9 1,833.9 1,013.6 1,002.5 959.6 945.2
-------------------------
(1) The sale of Nicolitch, S.A. and a tax rate change in Germany reduced net
earnings by $14,562,000 ($0.11 per share).
(2) Includes the results from March 1, 1998 of TEMIC Semiconductor GmbH and
special charges after taxes of $55,335,000 ($0.44 per share).
(3) Includes the results from July 1, 1997 of Lite-On Power Semiconductor
Corporation and special charges after taxes of $27,692,000 ($0.22 per
share).
(4) Includes restructuring expenses of $38,030,000 ($0.21 per share).
(5) Adjusted to reflect a three-for-two stock split distributed on June 9, 2000,
a five-for-four stock split distributed on June 22, 1999 and 5% stock
dividends paid on June 11, 1998, June 9, 1997 and June 7, 1996.
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SELECTED HISTORICAL FINANCIAL DATA OF SILICONIX
(UNAUDITED)
AS OF AND FOR
THE THREE
MONTHS ENDED
-------------------- AS OF AND FOR THE YEAR ENDED DECEMBER 31,
MARCH 31, APRIL 2, -------------------------------------------
2001 2000 2000 1999 1998 1997 1996
--------- -------- ------ ------ ------ ------ ------
(IN MILLIONS, EXCEPT PER SHARE)
INCOME STATEMENT DATA:
Net sales............................ $ 88.1 $114.5 $473.1 $383.3 $282.3 $321.6 $268.9
Operating income..................... 12.5 35.0 137.2 92.2 5.4(1) 44.0 31.9
Net income........................... 10.2 26.7 107.6 66.1 .74 33.0 26.0
Net income (basic and diluted)(2).... 0.34 0.90 3.60 2.21 0.02 1.10 0.87
Shares used to compute basic and
diluted net income per share(2).... 29.9 29.9 29.9 29.9 29.9 29.9 29.9
BALANCE SHEET DATA:
Total assets......................... $459.2 $503.9 $346.7 $317.3 $281.5 $238.7
Working capital...................... 203.7 190.1 96.9 53.7 50.2 38.2
Total long-term debt, including
related party...................... 1.9 1.8 1.7 51.8 38.5 39.4
Stockholders' equity................. 334.1 323.8 216.3 150.1 149.6 116.6
-------------------------
(1) Included in operating income for 1998 is a restructuring charge of
$19,751,000 relating to the acquisition on March 2, 1998 of the
approximately 80.4% interest in Siliconix by Vishay TEMIC.
(2) Net income per share and average shares outstanding have been adjusted to
give effect to the three-for-one split of Siliconix's common stock effected
on February 29, 2000.
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RECENT DEVELOPMENTS
On April 2, 2001, Vishay announced a proposal to acquire General
Semiconductor, Inc., which is listed on the New York Stock Exchange under the
symbol "SEM." Under the proposal, Vishay would exchange one share of Vishay
common stock for every two shares of General Semiconductor. Vishay made its
proposal to General Semiconductor through a letter which was sent by Vishay to
General Semiconductor's President and Chief Executive Officer, Ronald A.
Ostertag. General Semiconductor has rejected publicly the Vishay proposal.
On April 25, 2001, Siliconix filed a patent infringement lawsuit against
General Semiconductor. The suit was filed in the United States District Court
for the Northern District of California and alleged that certain General
Semiconductor products infringe two patents held by Siliconix.
On June 4, 2001, Vishay completed the private offering of a series of
zero-coupon convertible subordinated notes due 2021, known as Liquid Yield
Option(TM) Notes (LYONs), having a yield to maturity of 3.0%. The LYONs were
issued at an issue price of $551.26 per LYON (55.126% of the principal amount at
maturity). The gross proceeds from the offering were approximately $303.2
million ($353.5 million if an over-allotment option is exercised in full).
Vishay intends to use the proceeds of the offering to retire existing debt and
for general corporate purposes. The LYONs will be convertible into approximately
9.7 million shares of Vishay common stock (11.3 million shares if the
over-allotment option is fully exercised).
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COMPARATIVE PER SHARE INFORMATION
The following table presents the Vishay and Siliconix historical and pro
forma combined and Siliconix pro forma equivalent per share data as of and for
the three months ended March 31, 2001 and as of and for the twelve months ended
December 31, 2000. The information presented should be read in conjunction with
the historical financial statements and related notes thereto of Vishay and
Siliconix and the selected historical financial data including the notes
thereto, each incorporated in or included elsewhere in this prospectus.
Comparative pro forma data have been included for comparative purposes only and
do not (i) purport to be indicative of (I) the results of operations or
financial position which actually would have been obtained if the offer and the
merger had been completed at the beginning of the period or as of the date
indicated, or (II) the results of operations or financial position which may be
obtained in the future or (ii) take into account Vishay's LYONs offering or the
shares of Vishay common stock issuable upon conversion of the LYONs. See "Recent
Developments" on page 20.
VISHAY AND SILICONIX SILICONIX
VISHAY SILICONIX UNAUDITED EQUIVALENT
HISTORICAL HISTORICAL PRO FORMA COMBINED UNAUDITED PRO FORMA
PER SHARE DATA PER SHARE DATA PER SHARE DATA(1)(2) PER SHARE DATA(1)
-------------- -------------- -------------------- -------------------
THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
Income from continuing operations
per share of common stock:
Basic.......................... $ 0.65 $ 0.34 $ 0.62 $ 0.93
Diluted........................ 0.65 0.34 0.61 0.92
Cash dividends per share of
common stock................... N/A N/A N/A N/A
Book value per share of common
stock(3)....................... 13.80 11.18 12.98 19.47
YEAR ENDED DECEMBER 31, 2000
Income from continuing operations
per share of common stock:
Basic.......................... $ 3.83 $ 3.60 $ 3.66 $ 5.49
Diluted........................ 3.77 3.60 3.61 5.42
Cash dividends per share of
common stock................... N/A N/A N/A N/A
Book value per share of common
stock(3)....................... 13.30 10.84 12.57 18.86
-------------------------
(1) The unaudited pro forma combined income and book value per share of common
stock are based on Siliconix stockholders receiving 1.5 shares of Vishay
common stock for each share of Siliconix common stock. The Siliconix
equivalent unaudited pro forma per share data are calculated by multiplying
the unaudited pro forma combined per share data by 1.5.
(2) Reflects the historical operations of Vishay and Siliconix adjusted to
reflect the impact of purchase accounting by Vishay and the issuance of
Vishay common stock in the offer and the merger (assumed to be 8,773,560
shares of Vishay common stock).
(3) Book value per share of common stock is computed by dividing stockholders'
equity by the number of shares of common stock outstanding as of March 31,
2001 and December 31, 2000, respectively. Pro forma book value per share is
computed by dividing pro forma stockholders' equity by the pro forma number
of shares of common stock outstanding as of March 31, 2001 and December 31,
2000, respectively.
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COMPARATIVE MARKET VALUE
The following table sets forth:
- the closing prices per share and aggregate market value of Vishay common
stock and of Siliconix common stock on the New York Stock Exchange and on
the Nasdaq National Market, respectively, on February 21, 2001, the last
trading day prior to the public announcement of Vishay's initial cash
offer, on May 24, 2001, the last trading day prior to the public
announcement of this proposed offer, and on June 20, 2001, the last
trading day prior to the date of this prospectus; and
- the equivalent price per share and equivalent market value of Siliconix
common stock, based on the exchange ratio.
VISHAY SILICONIX SILICONIX
HISTORICAL HISTORICAL EQUIVALENT(1)
-------------- ------------ --------------
On February 21, 2001
Closing price per share of common stock..... $17.75 $26.13 $26.63
Market value of common stock(2)............. $2,448,605,861 $780,739,315 $795,678,835
On May 24, 2001
Closing price per share of common stock..... $25.81 $32.85 $38.72
Market value of common stock(2)............. $3,559,592,732 $981,526,464 $1,156,916,429
On June 20, 2001
Closing price per share of common stock..... $19.46 $30.28 $29.19
Market value of common stock(2)............. $2,684,239,055 $904,737,331 $872,169,178
-------------------------
(1) The Siliconix equivalent data corresponds to an exchange ratio of 1.5 shares
of Vishay common stock for each share of Siliconix common stock.
(2) Market value based on 137,949,626 shares of Vishay common stock (including
Class B common stock on an as-converted basis) and 29,879,040 shares of
Siliconix common stock outstanding as of February 21, 2001, 137,915,255
shares of Vishay common stock (including Class B common stock on an
as-converted basis) and 29,879,040 shares of Siliconix common stock
outstanding as of May 24, 2001, and 137,936,231 shares of Vishay common
stock (including Class B common stock on an as-converted basis) and
29,879,040 shares of Siliconix common stock outstanding as of June 20, 2001,
excluding shares held in treasury or by subsidiaries.
The market prices of shares of Vishay common stock and Siliconix common
stock are subject to fluctuation. The actual value of the Vishay shares you
receive in the offer may differ from the values illustrated. You are urged to
obtain current market quotations. See the risk factor entitled "The number of
Vishay shares that you receive in the offer will be based upon a fixed exchange
ratio. The value of the Vishay shares at the time you receive them could be less
than at the time you tender your Siliconix shares" on page 11.
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COMPARATIVE PER SHARE PRICES
VISHAY
Vishay common stock is listed on the New York Stock Exchange under the
symbol "VSH." The following table sets forth the high and low sales prices per
share of Vishay common stock, as reported on the New York Stock Exchange for the
quarterly periods presented below. The prices for the Vishay common stock have
been adjusted to reflect a three-for-two stock split distributed on June 9,
2000, a five-for-four stock split distributed on June 22, 1999 and a 5% stock
dividend paid on June 11, 1998.
VISHAY
COMMON STOCK
----------------
HIGH LOW
------ ------
1999:
First Quarter.............................................. $ 8.27 $ 5.90
Second Quarter............................................. 14.04 7.80
Third Quarter.............................................. 17.50 12.04
Fourth Quarter............................................. 21.33 14.17
2000:
First Quarter.............................................. $40.88 $18.58
Second Quarter............................................. 62.63 35.00
Third Quarter.............................................. 44.75 26.00
Fourth Quarter............................................. 31.75 13.88
2001:
First Quarter.............................................. $22.75 $13.75
Second Quarter (through June 20, 2001)..................... 27.98 17.15
See "Comparative Market Value" on page 22 for recent Vishay common stock
price information. Stockholders are urged to obtain current market quotations.
See also the risk factor entitled "The number of Vishay shares that you receive
in the offer will be based upon a fixed exchange ratio. The value of the Vishay
shares at the time you receive them could be less than at the time you tender
your Siliconix shares" on page 11.
Vishay has not declared any cash dividends on its common stock and has no
present intention of doing so. In addition, Vishay has entered into a credit
agreement that restricts the payment of cash dividends.
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SILICONIX
Siliconix common stock is quoted on the Nasdaq National Market under the
symbol "SILI." The prices per share reflected in the table below represent the
range of low and high sales prices of Siliconix common stock as reported on the
Nasdaq National Market for the quarters presented below. The prices for the
Siliconix common stock reflect the three-for-one stock split effected on
February 29, 2000.
SILICONIX
COMMON STOCK
-----------------
HIGH LOW
------- ------
1999:
First Quarter............................................. $ 8.08 $ 6.58
Second Quarter............................................ 14.17 6.38
Third Quarter............................................. 17.36 12.17
Fourth Quarter............................................ 48.33 15.08
2000:
First Quarter............................................. $144.50 $39.38
Second Quarter............................................ 95.75 51.50
Third Quarter............................................. 72.19 44.25
Fourth Quarter............................................ 46.50 19.69
2001:
First Quarter............................................. $ 33.00 $20.00
Second Quarter (through June 20, 2001).................... 37.54 28.19
See "Comparative Market Value" on page 22 for recent Siliconix common stock
price information. Stockholders are urged to obtain current market quotations.
See also the risk factor entitled "The number of Vishay shares that you receive
in the offer will be based upon a fixed exchange ratio. The value of the Vishay
shares at the time you receive them could be less than at the time you tender
your Siliconix shares" on page 11.
Siliconix has not declared any cash dividends on its common stock and has
no present intention to do so.
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BACKGROUND OF THE OFFER
The following discussion presents background information concerning the
offer and the short-form merger. Certain information on the actions of
Siliconix's management, the special committee of the Siliconix board of
directors and the Siliconix board of directors, and the advisors to Siliconix
and its board and the special committee has been obtained from Siliconix.
EVENTS LEADING TO THE OFFER
Vishay, through Vishay TEMIC, owns approximately 80.4% of the outstanding
shares of Siliconix common stock. Vishay acquired its interest in Siliconix from
a division of the microelectronics consortium of Daimler-Benz AG, a German
corporation, on March 2, 1998. In the transaction, Vishay acquired 8,010,000 of
Siliconix's shares (pre-split) and TEMIC Semiconductor GmbH, a producer of
discrete active electronic components, for a combined purchase price of
$549,889,000 in cash. The acquisition agreement allocated approximately
$234,667,000 of the combined purchase price to the acquisition of the Siliconix
stock.
Upon consummation of the sale by Daimler-Benz to Vishay of the controlling
interest in Siliconix, the three representatives of Daimler-Benz on Siliconix's
board of directors resigned and three designees of Vishay, each of whom was a
Vishay employee, were appointed to the board in their place.
On February 16, 2000, the stockholders of Siliconix approved a
three-for-one split of Siliconix common stock which was effected on February 29,
2000, as a result of which the number of shares held by Vishay TEMIC was
increased to 24,030,000, although its percentage interest remained unchanged.
Since Vishay TEMIC's acquisition of its interest in Siliconix, Siliconix's
products have been marketed by Vishay's worldwide sales organization under the
Siliconix brand name, and Siliconix's results of operations and other financial
information have been consolidated in Vishay's financial statements.
On June 16, 2000, Siliconix's chief financial officer resigned, and William
Clancy, Vishay's controller, became the acting chief accounting officer of
Siliconix.
Vishay has from time to time considered increasing the size of its interest
in Siliconix in a manner that would allow all other stockholders an equal
opportunity to dispose of their shares. On occasion, representatives of Vishay
have informally mentioned the possibility of such an offer to members of the
board of Siliconix. With the recent slowing of growth in the technology sector
and the accompanying pressure on the stock price of Siliconix, Vishay felt that
stockholders might react favorably to an acquisition proposal by Vishay in which
Vishay would acquire their shares at a premium to current market prices.
Accordingly, at its meeting on February 19, 2001, Vishay's board of directors
authorized its management to contact Siliconix's board of directors to discuss a
possible tender offer for any and all shares not already owned by Vishay.
On February 22, 2001, Vishay sent a letter to Siliconix's board of
directors proposing to purchase the shares through a tender offer at a price of
$28.82 per share in cash. Vishay did not retain any financial advisor to perform
a valuation of Siliconix in connection with its proposal or otherwise with
respect to the offer. Simultaneously with the letter, Vishay issued a press
release disclosing the offer and its material terms to the public. The following
is the text of Vishay's letter to the Siliconix board:
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February 22, 2001
Mr. Glyndwr Smith
Chairman of the Board of Directors
Siliconix incorporated
2201 Laurelwood Road
Santa Clara, California 95054
Attention: Board of Directors
Gentlemen:
We are proposing to purchase any and all outstanding shares of common stock
of Siliconix incorporated not already owned by Vishay Intertechnology, Inc. at a
price of $28.82 per share in cash. The purchase would be made through a tender
offer, subject to customary conditions, in accordance with the rules of the
Securities and Exchange Commission.
Alternatively, we could offer to exchange the Siliconix shares for shares
of common stock of Vishay. Depending upon whether such exchange would be
tax-free to the Siliconix stockholders, we would expect that the value per share
of Siliconix in the exchange would be somewhat less than the cash price.
If we hold at least 90 percent of the outstanding Siliconix shares
following completion of our offer, we may effect a "short-form" merger of
Siliconix with a Vishay subsidiary under Delaware law. 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.
We are not requesting that you enter into any agreement with respect to the
offer or pay any sort of break-up or similar fee in the event that the offer is
not consummated, including because of a higher offer from a subsequent bidder.
Our offer would not foreclose any other person from making a higher offer for
the shares that we do not already own.
We recognize that a majority of the board of directors of Siliconix is
either affiliated with Vishay or serves with Siliconix management. We request
the opportunity to discuss our offer with a special committee of independent,
non-management Siliconix directors who are unaffiliated with Vishay. We only
expect to proceed with our offer if the special committee, after consultations
with its financial and legal advisors, concludes that the offer is fair to
Siliconix stockholders. In addition, we could also determine not to proceed with
the offer if in our sole judgment changes in economic, business or market
conditions make the offer unadvisable.
Please call me at (610) 644-1300 at your earliest convenience to discuss
this matter. We look forward to hearing from you.
Sincerely,
Avi D. Eden
Vice Chairman
On February 26, 2001, Siliconix's board of directors met by conference call
to consider Vishay's proposal and to designate a special committee responsible
for evaluating and negotiating the proposal. At that meeting, the board
increased the authorized number of directors of Siliconix from six to eight and
appointed Timothy V. Talbert to fill one of two newly-created vacancies on the
board. The board of directors also established the special committee and named
Mr. Talbert and another Siliconix director, Mark B. Segall, as the committee's
two members. Neither Mr. Talbert nor Mr. Segall has any current interest in or
affiliation with Siliconix or Vishay, other than as directors of Siliconix and
the ownership for over ten years of 2,014 shares of Vishay stock by Mr. Talbert
and his wife in individual retirement accounts. However, both Messrs. Talbert
and Segall have had material relationships with Vishay in the
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past. The Siliconix board did not name any other members of the full board to
the special committee because, of its five other members, three (Lori Lipcaman,
Everett Arndt and Glyndwr Smith) are management employees of Vishay, one
(Michael Rosenberg) is a consultant to Vishay, and the fifth (King Owyang) is
the president and chief executive officer of Siliconix and holds options to
purchase 102,500 shares of Vishay common stock. See "Interests of Certain
Persons" on page 48.
The Siliconix board of directors authorized and directed the special
committee to assess Vishay's February 22, 2001 proposal. The full board also
authorized the special committee to consider possible alternatives to the Vishay
proposal. The board further authorized the special committee to communicate and,
as the committee considered appropriate, negotiate directly with Vishay
concerning the terms and conditions of Vishay's proposal. The special committee
was also authorized to hire an investment banking firm and a law firm to provide
the committee with financial and legal advice in performing these tasks.
On February 27, 2001, Siliconix sent a letter to Vishay acknowledging its
receipt of the offer and informing Vishay of the formation of the special
committee, which Siliconix announced to the public through the issuance of a
press release on March 1, 2000. The following is the text of Siliconix's letter
to Vishay:
February 27, 2001
Avi Eden, Esq.
Vice Chairman
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355
Dear Mr. Eden:
The Siliconix Board of Directors has received your letter of February 22, 2001,
in which you disclosed a proposal by Vishay Intertechnology, Inc. to purchase
all of the shares of Siliconix incorporated that it does not already own for
$28.82 in cash or, alternatively, for an undetermined number of shares of Vishay
stock for each share of Siliconix stock.
The Siliconix Board has appointed a special committee of independent,
non-management Siliconix directors who are unaffiliated with Vishay. This
committee will evaluate your offer thoroughly and objectively and will advise
the Siliconix Board accordingly. We will communicate our position to you
thereafter.
Sincerely,
Glyndwr Smith
Chairman, Siliconix incorporated
The Siliconix special committee subsequently engaged the investment banking
firm of Lehman Brothers Inc. as its financial advisor and the law firm of Heller
Ehrman White & McAuliffe LLP as its legal counsel.
Over the next several weeks the special committee met on various occasions
with its financial and legal advisors to discuss the Vishay proposal, the
business and prospects of Siliconix and trends in the electronic components
industry generally. Lehman Brothers conducted various financial diligence
investigations of Siliconix during this period and Heller Ehrman conducted
various legal investigations.
On April 5, 2001, the members of the special committee, together with their
financial and legal advisors, met in New York City with representatives of
Vishay and its legal advisor. The parties discussed the cash price that had been
proposed by Vishay as well as structuring issues and other non-price terms of
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33
the Vishay offer. The special committee and its financial advisor expressed the
view that, despite the slow economy, the state of the semiconductor industry and
the depressed stock market, they believed that $28.82 was not a fair price for
the Siliconix shares. The parties agreed to resume their discussion after Lehman
Brothers had completed its valuation work on Siliconix and the special committee
had had an opportunity to review that work.
Lehman Brothers continued its work during the following weeks and
communicated with the special committee to convey the results of its valuation
analysis.
On May 2, 2001, the members of the special committee, together with their
financial and legal advisors, again met in New York City with representatives of
Vishay and its legal advisor. The special committee and its financial advisor
reiterated their view that the $28.82 per share price that had been proposed by
Vishay was inadequate. Vishay's representatives indicated that Vishay was
prepared to offer a higher price but only in a transaction in which the
consideration consisted primarily or exclusively of Vishay common stock. The
parties then discussed this proposal, including a possible exchange ratio,
possible adjustments to the exchange ratio depending on the price levels of
Vishay stock, structuring issues and other non-cash terms of the offer. Although
no agreement was reached on these issues, Lehman Brothers was directed to
commence a diligence analysis of Vishay in order to form a view as to the value
of Vishay stock as consideration in the offer.
In deciding to change its proposal from a cash offer to a stock offer,
Vishay representatives reasoned that certain members of Vishay's senior
management had questioned the value to Vishay of purchasing the 19.6% of
Siliconix that Vishay did not already own; that at $28.82 per share Vishay would
be paying almost as much for 19.6% of Siliconix as it had paid for 80.4% of
Siliconix three years earlier; that management was therefore unwilling to
recommend to the Vishay board a cash transaction at a price per share in excess
of $28.82; but that management was prepared to recommend a share exchange at a
ratio which would provide greater value per share of Siliconix stock but would
not increase the cost of the transaction to Vishay based upon the price of
Vishay's stock at the time Vishay first proposed to acquire all of Siliconix
stock that it did not already own.
Following the May 2 meeting, counsel for Vishay and the special committee
exchanged drafts of and comments upon a form of merger agreement between Vishay
and Siliconix providing for a stock-for-stock transaction.
Based upon the prices of Vishay stock during the period prior to the
announcement of the offer, the $28.82 cash offer was the equivalent of
approximately 9 million shares of Vishay common stock, or 1.5 shares of Vishay
common stock for each share of publicly traded Siliconix common stock. The
1.5 ratio multiplied by the prices for Vishay common stock in the range of
approximately $24 to $28 during the week before the announcement of the offer on
May 25, 2001 would have yielded a premium to the cash offer price, which Vishay
believed would provide a basis for further consideration by the special
committee.
Thereafter, as a result of movements in the stock market and Vishay's
perception of a continuing deterioration in the electronic components market
generally and in the space in which Siliconix operates in particular, Vishay
formed a view that it was prepared to offer to acquire the publicly held stock
of Siliconix in a stock-for-stock exchange offer without a merger agreement and
without the advance approval of the special committee or favorable
recommendation of the Siliconix board.
On May 23, 2001, Vishay informed the special committee that it was
considering making an exchange offer for Siliconix stock at the ratio of 1.5
shares of Vishay common stock for each share of Siliconix common stock without
first obtaining the special committee's approval. On May 24, 2001, the board of
directors of Vishay met and determined to proceed with the offer.
On May 25, 2001, Vishay placed an advertisement in the Wall Street Journal
and issued a press release announcing the commencement of the offer.
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EVENTS OCCURRING AFTER THE COMMENCEMENT OF THE OFFER
On May 25, 2001, Vishay made a written request pursuant to Rule 14d-5(a) of
the Exchange Act for Siliconix's stockholder list and security position
listings.
On May 30, 2001, Vishay announced the private offering of a series of
zero-coupon convertible subordinated notes due 2021, known as LYONs. See "Recent
Developments" on page 20. Following the announcement of the offer and of the
LYONs offering, the Vishay stock price experienced a marked decline, from an
NYSE closing price of $25.81 on the day prior to the commencement of the offer
to a closing price of $20.60 on May 31, 2001.
Following commencement of the offer, representatives of Vishay and of the
Siliconix's special committee held informal discussions concerning the offer.
During those discussions, the representatives of the special committee noted the
decline in Vishay's stock price. Those representatives expressed the view that
the special committee would not be likely to recommend the offer at the then
current price levels of Vishay stock, which at such levels provided value of
less than $34 per Siliconix share.
On June 8, 2001, Siliconix disseminated and filed with the SEC a
solicitation/recommendation statement, in which it disclosed that the Siliconix
board and the special committee were taking no position with respect to the
offer and the merger.
CERTAIN LITIGATION
In February and March 2001, several purported class action complaints were
filed in the Court of Chancery in and for New Castle County, Delaware and the
Superior Court of the State of California against Vishay, Siliconix and the
directors of Siliconix in connection with Vishay's announced proposal to
purchase all issued and outstanding shares of Siliconix common stock not already
owned by Vishay. The California class actions also name as defendants the
directors of Vishay. The class actions, filed on behalf of all Siliconix
stockholders other than Vishay, allege, among other things, that Vishay's $28.82
per share cash proposal was unfair and a breach of fiduciary duty. The actions
seek injunctive relief, damages and other relief.
One of the Delaware class actions brought on behalf of all minority
stockholders of Siliconix was filed on March 8, 2001, by Raymond L. Fitzgerald,
allegedly a beneficial owner of over 137,000 shares of Siliconix common stock.
This action claims that Vishay, Siliconix and six of the seven Siliconix
directors breached their fiduciary duties to deal fairly with, and to pay a fair
price to, the minority stockholders of Siliconix. This suit also contains
derivative claims against Vishay on behalf of Siliconix alleging self-dealing
and waste because Vishay purportedly usurped Siliconix's intellectual property
and inventions, appropriated Siliconix's separate corporate identity and
obtained a below-market loan from Siliconix.
Mr. Fitzgerald makes claims relating to, among other things, (i) the
alleged unfair price and timing of the transaction proposed in Vishay's February
22, 2001 letter to the Siliconix board, (ii) the alleged unfair process employed
by Vishay in pursuing the proposed transaction, including, in particular, the
formation of, according to Mr. Fitzgerald, a sham and unempowered special
committee by the Siliconix board of directors in an effort to mislead minority
stockholders of Siliconix, (iii) alleged conflicts of interest of the special
committee, (iv) alleged materially misleading statements or omissions made by
Vishay and Siliconix with respect to the proposed transaction, and (v) Vishay's
purported pattern over the years of enriching itself at the expense of Siliconix
and its minority stockholders.
Mr. Fitzgerald has alleged that the special committee is not independent
because, among other things, one of its two members, Mr. Mark Segall, should not
be considered "unaffiliated" with Vishay. The complaint notes that until 1999,
Mr. Segall was a partner with the law firm of Kramer Levin Naftalis & Frankel
LLP during which time he represented Vishay as its corporate counsel and
participated in the transaction in which Vishay first acquired its interest in
Siliconix, and that Mr. Segall is listed as Vishay's representative, attorney or
required recipient of any notice on certain of Vishay's SEC filings and
corporate documents. The complaint also alleges that Mr. Segall acted as a
representative of Vishay after his
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departure from Kramer Levin. Mr. Fitzgerald has alleged that the special
committee has been given no real bargaining power in the proposed transaction.
On May 2, 2001, Mr. Fitzgerald filed a request for admissions requesting
certain admissions or denials relating to relationships between Mr. Timothy V.
Talbert, Mr. Segall and Vishay. On May 11, 2001, Mr. Fitzgerald filed a motion
to consolidate, and requested that he be named the lead plaintiff in the
lawsuits in Delaware that have been filed in connection with the proposed
transaction. On May 22, 2001, the Court of Chancery consolidated the Delaware
actions under the caption "In re Siliconix Incorporated Shareholders
Litigation." Mr. Fitzgerald's motion to be named lead plaintiff was initially
opposed by other plaintiffs in the Delaware actions, and on May 24, 2001,
plaintiff Griffin Portfolio Management Corp. also moved to be appointed as lead
plaintiff. On May 30, 2001, plaintiffs Fitzgerald and Griffin Portfolio
Management Corp. informed the court that they had agreed that Mr. Fitzgerald
would be the sole lead plaintiff and counsel for Mr. Fitzgerald and Griffin
Portfolio Management Corp. would be co-lead counsel for plaintiff and the
proposed class.
On or about May 31, 2001, plaintiff Fitzgerald served an amended complaint,
an application for a preliminary injunction against proceeding with or taking
steps to give effect to the offer or the contemplated short-form merger, a
motion to expedite proceedings and additional discovery requests. The amended
complaint names as additional defendants Vishay TEMIC Semiconductor Acquisition
Holdings Corp., Mr. Talbert and Dr. Zandman. In addition to his prior
allegations, plaintiff claims, among other things, that in connection with the
proposed offer and short-form merger, defendants have allegedly violated (i)
their duty to deal fairly from a timing and process perspective with the
minority stockholders of Siliconix, (ii) their duties of loyalty and candor, and
(iii) Vishay's obligation to pay a fair price to the Siliconix minority
stockholders. Plaintiff alleges, among other things, that Vishay has unfairly
timed the proposed transaction to take advantage of the purported temporarily
and artificially depressed market price for Siliconix stock. Plaintiff also
contends that defendants breached fiduciary duties of candor and full disclosure
by purportedly misleading the minority stockholders in connection with the
alleged sham nature of the special committee, the timing of the proposed
transactions, the prospects for and value of Siliconix and the prospects for and
value of Vishay. Plaintiff further alleges that defendants have breached their
purported fiduciary duty to pay a fair price in connection with the offer and
short-form merger in that the proposed consideration is allegedly below the
going concern value of Siliconix and what could be obtained in an arms' length,
third party transaction.
Following expedited discovery and briefing, on June 15, 2001, the court
heard argument on Mr. Fitzgerald's motion for a preliminary injunction to enjoin
the offer. On June 19, 2001, the court issued an order denying the motion.
Vishay has moved to dismiss the amended complaint in the Delaware action.
On April 9, 2001, Vishay and those defendants that had been served moved for a
stay of the California actions. That motion is presently returnable on June 29,
2001.
Copies of various complaints filed in connection with the transaction
proposed in Vishay's February 22, 2001 letter to the Siliconix board, including
the ones filed by Mr. Fitzgerald and Griffin Portfolio Management Corp., as well
as Mr. Fitzgerald's amended complaint filed after the commencement of the offer,
are attached as exhibits to the registration statement. Also attached as an
exhibit is the Court of Chancery's June 19, 2001 opinion. See also "Interests of
Certain Persons" on page 48.
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POSITION OF THE BOARD OF DIRECTORS OF SILICONIX
As set forth in Siliconix's a solicitation/recommendation statement
disseminated and filed with the SEC on June 8, 2001, the Siliconix board and the
special committee of the Siliconix board are taking no position with respect to
the offer and the merger.
Information about the recommendation of the Siliconix board of directors
and the special committee is more fully set forth in Siliconix's
Solicitation/Recommendation Statement on Schedule 14D-9, which was mailed to
Siliconix stockholders on or about June 8, 2001.
REASONS OF VISHAY FOR THE OFFER
At meetings of Vishay's board of directors held on February 19, 2001 and on
May 24, 2001, Vishay's directors determined that the acquisition of the
Siliconix shares that Vishay does not own was in keeping with its corporate
strategy of complementing its internal growth with acquisitions that are likely
to benefit from cost reductions and synergies when combined with Vishay's
existing operations.
In reaching its decision to make the offer, Vishay's board of directors
considered the following material factors, among others:
- the expectation that Siliconix's business could be further integrated
with the business of Vishay, which would enhance prospects for both
companies;
- the belief of Vishay's management that there are opportunities for
reduction of Siliconix corporate costs, possible elimination of
facilities of the combined company and potential cost reductions for
purchased materials and services;
- the belief of Vishay's management that by acquiring all of Siliconix,
Vishay could achieve synergies by consolidating the management of
Siliconix's plants with those of Vishay and by unifying and optimizing
cash management;
- the recent softening of the market for electronic components, as
evidenced by first quarter results across the industry, and the
particular need in this environment to focus on cost-cutting, operational
efficiencies and product synergies;
- the prospects that the current downturn in the electronic component
industry would extend into the third quarter of 2001, and possibly
beyond, and that, as the 80.4% owner of Siliconix, Vishay stands to be
most affected by a falling off in the operating results of Siliconix;
- stockholder allegations made from time to time, which Vishay believes are
unfounded but which nonetheless have diverted management attention, that
Vishay has used its position as controlling stockholder of Siliconix to
usurp rights and opportunities of Siliconix to the detriment of
Siliconix's minority stockholders; and
- Vishay's history of long-term growth through acquisitions, including its
substantial experience integrating acquired businesses with existing
operations and thereby achieving synergies and cost savings.
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OTHER FACTORS TO CONSIDER BEFORE TENDERING YOUR SHARES
In determining whether or not to tender your Siliconix shares in the offer,
you should consider the following factors, in addition to the risk factors and
other factors identified in this document. See "Risk Factors" beginning on page
11:
Vishay Business Considerations
- Combining the business and operations of Vishay and Siliconix should
result in operational efficiencies and cost savings that Vishay believes
could not be achieved by Siliconix on a stand-alone basis. Vishay
believes that these efficiencies and savings could be realized in
administrative, human resources, information technology, purchasing,
research and development, strategic planning and other corporate
functions without impairing Siliconix's core operations.
- Vishay should have broader access to capital markets and greater
borrowing capacity than Siliconix, which could be used to finance
acquisitions and capital expansion at Siliconix that may be foreclosed to
Siliconix as an independent public company that is majority-owned by
Vishay.
- Because of the greater breadth of Vishay's operations and product lines,
Vishay should experience less volatility in revenues and earnings than
Siliconix, which has a much narrower product and operational base.
Vishay Stock and Market Considerations
- Stockholders of Vishay have an ownership interest in a larger and more
diversified company than Siliconix.
- Vishay is actively covered by a number of members of the analyst
community. Siliconix has no independent analyst coverage.
- The market for Siliconix stock is relatively illiquid compared to the
market in Vishay stock, with the average daily trading volume for Vishay
stock being over twenty times as great as the average daily volume for
Siliconix stock.
- Because Vishay owns approximately 80.4% of the outstanding Siliconix
stock, a sale of Siliconix in which stockholders would realize an
acquisition premium is unlikely and cannot occur without the consent of
Vishay.
Siliconix Business Considerations
- Siliconix has already acted to cut costs and reduce operating expenses in
order to maintain profitability in the current adverse economic
environment.
- Siliconix owns a valuable and extensive portfolio of intellectual
property, and has a long tradition of innovative product development.
Siliconix introduced 119 new products in 2000 alone.
- Siliconix had its best year ever in 2000, with record earnings of $107.6
million.
Siliconix Stock and Market Considerations
- Siliconix has traded as high as $88.06 in the last 52 weeks, and has
already recovered from its 52 week low of $16.94.
- Siliconix stock price and operating performance can be expected to
rebound further with improvements in the United States and world economy
and when the inventory corrections in Siliconix's major markets have run
their course.
- Historically, Siliconix has recovered from adverse economic conditions
ahead of corresponding improvements in Vishay's business generally.
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- As a Vishay stockholder, your interest in the performance and prospects
of Siliconix will be indirect and in proportion to your relative holdings
of Vishay stock. Accordingly, you may not realize the same financial
benefit of future appreciation in the enterprise value of Siliconix that
you would if you remained a Siliconix stockholder.
- Siliconix stock has often traded historically at higher price to earnings
multiples than the stock of Vishay.
- Because Vishay owns approximately 80.4% of the outstanding Siliconix
stock, there can be no effective "market check" on the Vishay offer. It
is highly unlikely that any third party would bid for Siliconix in these
circumstances.
Certain Allegations Against Vishay
- It is alleged in the current litigation described in "Certain Litigation"
beginning on page 29, that Vishay has usurped for itself patented
technology actually developed by employees of Siliconix.
- It has further been alleged that Vishay has caused Siliconix to lend
funds to Vishay at rates that are below the rates that Siliconix could
obtain from third party borrowers under similar circumstances.
- It has further been alleged that Vishay has usurped for itself the
corporate identity of Siliconix by causing the name Vishay to appear
prominently at Siliconix's headquarters, on the business cards of
Siliconix employees and in other contexts in which Siliconix is
mentioned.
- In the past, there have been claims that Vishay obtains products for
resale from Siliconix at below market transfer prices.
- There have also been claims that by awarding Vishay stock options to
Siliconix employees and management, Vishay incentivizes these Siliconix
personnel to act in the interests of Vishay rather than Siliconix.
Vishay denies these claims and allegations.
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FINANCIAL FORECASTS
As part of its business planning cycles, the management of each of
Siliconix and Vishay from time to time have prepared internal financial
forecasts regarding its anticipated future operations. In the course of the
discussions described in "Background of the Offer," Vishay and Siliconix
provided these internal forecasts to each other and to Siliconix's special
committee's financial advisor.
The internal financial forecasts regarding Siliconix prepared by
Siliconix's management reflected the following forecasted information (in
thousands, except per share amounts):
CALENDAR YEAR SALES EBITDA NET INCOME EPS
------------- -------- -------- ---------- -----
2001............................................ $325,000 $ 78,700 $ 29,000 $0.99
2002............................................ 460,000 159,600 92,500 3.10
2003............................................ 545,000 184,200 111,600 3.74
2004............................................ 630,000 209,500 130,900 4.38
2005............................................ 720,000 234,100 151,400 5.07
The internal financial forecasts regarding Vishay prepared by Vishay's
management reflected the following forecasted information, exclusive of
restructuring charges (in thousands, except per share amounts):
CALENDAR YEAR SALES EBITDA NET INCOME EPS
------------- ---------- -------- ---------- -----
2001........................................... $1,880,000 $437,000 $215,000 $1.55
2002........................................... 1,927,000 399,000 181,000 1.30
The above forecasts of Siliconix and Vishay were prepared for internal
budgeting and planning purposes only and not with a view to public disclosure or
compliance with published guidelines of the SEC or the guidelines established by
the American Institute of Certified Public Accountants regarding projections or
forecasts. While presented with numerical specificity, the forecasts are based
upon a variety of assumptions relating to the business of Siliconix and Vishay
and are inherently subject to significant uncertainties and contingencies that
are beyond the control of the management of Siliconix and Vishay. These include
the impact of general economic and business conditions, the competitive
environment in which each operates and other factors. See "Forward Looking
Information" on page 16. Accordingly, actual results may differ materially from
those forecasted.
The inclusion of the forecasts herein should not be regarded as a
representation by Siliconix or Vishay or any other person that such forecasts
are or will prove to be correct. By including the projections of Siliconix in
this document, Vishay does not adopt those projections. As a matter of course,
neither Siliconix nor Vishay makes public projections or forecasts of its
anticipated financial position or results of operations. Except to the extent
required under applicable securities laws, neither Siliconix nor Vishay intends
to make publicly available any update or other revisions to any of the forecasts
to reflect circumstances existing after the date of preparation of such
forecasts.
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THE OFFER
We are offering to exchange 1.5 shares of Vishay common stock for each
outstanding share of Siliconix common stock which is validly tendered and not
properly withdrawn on or prior to the expiration date of the offer, subject to
the terms and conditions described in this prospectus and the related letter of
transmittal.
The term "expiration date" means 12:00 midnight, New York City time, on
Friday, June 22, 2001, unless we extend the period of time for which the offer
is open, in which case the term "expiration date" means the latest time and date
on which the offer, as so extended, expires.
You will not receive any fractional shares of Vishay common stock in the
offer or the merger. In lieu of any fractional share, you will receive cash
equal to the product of such fractional share, after combining all fractional
shares to which you would otherwise be entitled, and the closing price of Vishay
common stock as reported on the NYSE on the expiration date of the offer.
If you are the record owner of your shares and you tender your shares
directly to the exchange agent, you will not be obligated to pay any charges or
expenses of the exchange agent or any brokerage commissions. If you own your
shares through a broker or other nominee, and your broker tenders the shares on
your behalf, your broker may charge you a fee for doing so. You should consult
your broker or nominee to determine whether any charges will apply.
Our obligation to exchange Vishay shares for Siliconix shares in the offer
is subject to several conditions referred to below under "Conditions of the
Offer."
TIMING OF THE OFFER
Our offer is scheduled to expire at 12:00 midnight, New York City time, on
Friday, June 22, 2001. For more information, see the discussion under
"Extension, Termination and Amendment" below.
EXTENSION, TERMINATION AND AMENDMENT
We expressly reserve the right, in our sole discretion, at any time or from
time to time to extend the period of time during which our offer remains open,
and we can do so by giving oral or written notice of such extension to the
exchange agent. If we decide to extend our offer, we will make an announcement
to that effect no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date. We are not making any
assurance that we will exercise our right to extend our offer, although we
currently intend to do so until all conditions have been satisfied or, where
permissible, waived. During any such extension, all Siliconix shares previously
tendered and not withdrawn will remain subject to the offer, subject to your
right to withdraw your Siliconix shares prior to the expiration date.
Subject to the SEC's applicable rules and regulations, we also reserve the
right, in our sole discretion, at any time or from time to time, to delay our
acceptance for exchange or our exchange of any Siliconix shares pursuant to our
offer, regardless of whether we previously accepted Siliconix shares for
exchange, or to terminate our offer and not accept for exchange or exchange any
Siliconix shares not previously accepted for exchange or exchanged, upon the
failure of any of the conditions of the offer to be satisfied or, where
permissible, waived, or otherwise to amend the offer in any respect (except as
described below), by giving oral or written notice of such delay, termination or
amendment to the exchange agent and by making a public announcement. We will
follow any extension, delay, termination or amendment, as promptly as
practicable, with a public announcement. In the case of an extension, any such
announcement will be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to the stockholders in connection with the offer be promptly sent to
stockholders in a manner reasonably designed to inform stockholders of such
change) and without limiting the manner in which we may choose to make any
public announcement, we assume no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
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We expressly reserve the right, at any time and from time to time, to
modify the terms and conditions of the offer, except that the minimum condition,
the registration statement effectiveness condition and the listing condition may
not be modified or waived.
If we make a material change in the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required under the Exchange Act. If, prior to the
expiration date, we change the consideration offered to you, that change will
apply to all holders whose Siliconix shares are accepted for exchange pursuant
to the offer. If at the time notice of that change is first published, sent or
given to you, the offer is scheduled to expire at any time earlier than the
tenth business day from and including the date that the notice is first so
published, sent or given, we will extend the offer until the expiration of that
ten business-day period. For purposes of the offer, a "business day" means any
day other than a Saturday, Sunday or federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, New York City time.
EXCHANGE OF SILICONIX SHARES; DELIVERY OF VISHAY COMMON STOCK
Upon the terms and subject to the conditions of the offer (including, if
the offer is extended or amended, the terms and conditions of the extension or
amendment), we will accept for exchange Siliconix shares validly tendered and
not properly withdrawn as promptly as permitted to do so under applicable law
and will exchange Vishay common stock for the shares of Siliconix common stock
promptly thereafter. In all cases, exchange of Siliconix shares tendered and
accepted for exchange pursuant to the offer will be made only after timely
receipt by the exchange agent of certificates for those Siliconix shares (or a
timely confirmation of a book-entry transfer of those Siliconix shares in the
exchange agent's account at The Depository Trust Company), a properly completed
and duly executed letter of transmittal (or a manually signed facsimile of that
document), and any other required documents, or you must comply with the
guaranteed delivery procedures set forth in "Guaranteed Delivery" beginning on
page 38.
For purposes of the offer, we will be deemed to have accepted for exchange
Siliconix shares validly tendered and not properly withdrawn when, as and if we
notify the exchange agent of our acceptance of the tenders of those Siliconix
shares pursuant to the offer. The exchange agent will deliver shares of Vishay
common stock in exchange for Siliconix shares pursuant to the offer and cash
instead of a fraction of a share of Vishay common stock (as specified in this
document) as soon as practicable after receipt of our notice. The exchange agent
will act as agent for tendering stockholders for the purpose of receiving Vishay
common stock and cash to be paid instead of a fraction of a share of Vishay
common stock and transmitting such stock and cash to you. You will not receive
any interest on any cash that we pay you, even if there is a delay in making the
exchange.
If we do not accept any tendered Siliconix shares for exchange pursuant to
the terms and conditions of the offer for any reason, or if certificates are
submitted for more Siliconix shares than are tendered, we will return
certificates for such unexchanged Siliconix shares without expense to the
tendering stockholder. In the case of Siliconix shares tendered by book-entry
transfer of such Siliconix shares into the exchange agent's account at DTC
pursuant to the procedures set forth below under the discussion entitled
"Procedure for Tendering Shares," those Siliconix shares will be credited to an
account maintained within DTC, as soon as practicable following expiration or
termination of the offer.
If we increase the consideration offered to Siliconix stockholders in the
offer prior to the expiration date, such increased consideration will be given
to all stockholders whose Siliconix shares are tendered pursuant to the offer,
whether or not such Siliconix shares were tendered or accepted for exchange
prior to such increase in consideration.
CASH INSTEAD OF FRACTIONAL SHARES OF VISHAY COMMON STOCK
We will not issue certificates representing a fraction of a share of Vishay
common stock pursuant to the offer or the merger. Instead, each tendering
stockholder who would otherwise be entitled to a fraction of a share of Vishay
common stock, after combining all fractional shares to which such stockholder
would otherwise be entitled, will receive cash in an amount equal to the product
obtained by multiplying (i) the
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fraction of a share of Vishay common stock to which the holder would otherwise
be entitled by (ii) the closing price of Vishay common stock as reported on the
NYSE on the expiration date of the offer.
PROCEDURE FOR TENDERING SHARES
For you to validly tender Siliconix shares pursuant to our offer, (a) a
properly completed and duly executed letter of transmittal (or manually executed
facsimile of that document), along with any required signature guarantees, or an
agent's message in connection with a book-entry transfer, and any other required
documents, must be transmitted to and received by the exchange agent at one of
its addresses set forth on the back cover of this prospectus, and certificates
for tendered Siliconix shares must be received by the exchange agent at such
address or those Siliconix shares must be tendered pursuant to the procedures
for book-entry tender set forth below (and a book-entry confirmation of receipt
of such tender received), in each case before the expiration date, or (b) you
must comply with the guaranteed delivery procedures set forth below.
The term "agent's message" means a message, transmitted by DTC to, and
received by, the exchange agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the
participant in DTC tendering the Siliconix shares which are the subject of the
book-entry confirmation, that the participant has received and agrees to be
bound by the terms of the letter of transmittal and that we may enforce that
agreement against the participant.
The exchange agent will establish an account with respect to the Siliconix
shares at DTC for purposes of the offer within two business days after the date
of this prospectus, and any financial institution that is a participant in DTC
may make book-entry delivery of the Siliconix shares by causing DTC to transfer
such Siliconix shares into the exchange agent's account in accordance with DTC's
procedure for the transfer. However, although delivery of Siliconix shares may
be effected through book-entry at DTC, the letter of transmittal (or a manually
signed facsimile thereof), with any required signature guarantees, or an agent's
message in connection with a book-entry transfer, and any other required
documents, must, in any case, be transmitted to and received by the exchange
agent at one of its addresses set forth on the back cover of this prospectus
prior to the expiration date of the offer, or the guaranteed delivery procedures
described below must be followed.
Signatures on all letters of transmittal must be guaranteed by an eligible
institution, except in cases in which Siliconix shares are tendered either by a
registered holder of Siliconix shares who has not completed the box entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on the letter of transmittal or for the account of an eligible
institution. By "eligible institution," we mean a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
a recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agent's Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange
Medallion Signature Program (MSP) or any other "eligible guarantor institution,"
as that term is defined in Rule 17Ad-15 under the Exchange Act.
If the certificates for Siliconix shares are registered in the name of a
person other than the person who signs the letter of transmittal, or if
certificates for unexchanged Siliconix shares are to be issued to a person other
than the registered holder(s), the certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name or names
of the registered owner or owners appear on the certificates, with the
signature(s) on the certificates or stock powers guaranteed in the manner we
have described above.
THE METHOD OF DELIVERY OF SILICONIX SHARE CERTIFICATES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT YOUR OPTION AND RISK,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ENSURE TIMELY DELIVERY.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO CASH IN
LIEU OF A FRACTION OF A SHARE OF VISHAY COMMON STOCK RECEIVED PURSUANT TO THE
OFFER, YOU MUST PROVIDE THE EXCHANGE AGENT WITH
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YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT YOU ARE NOT SUBJECT
TO BACKUP WITHHOLDING OF FEDERAL INCOME TAX BY COMPLETING THE SUBSTITUTE FORM
W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SOME STOCKHOLDERS (INCLUDING, AMONG
OTHERS, ALL CORPORATIONS AND SOME FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO BACKUP
WITHHOLDING. IN ORDER FOR A FOREIGN INDIVIDUAL TO QUALIFY AS AN EXEMPT
RECIPIENT, THE STOCKHOLDER MUST SUBMIT A FORM W-8BEN, SIGNED UNDER PENALTIES OF
PERJURY, ATTESTING TO THAT INDIVIDUAL'S EXEMPT STATUS. ADDITIONAL INFORMATION
REGARDING BACKUP WITHHOLDING IS PROVIDED IN THE LETTER OF TRANSMITTAL.
WITHDRAWAL RIGHTS
Siliconix shares tendered pursuant to the offer may be withdrawn at any
time prior to the applicable expiration date and, unless we have previously
accepted them pursuant to the offer, may also be withdrawn at any time after
July 23, 2001.
For your withdrawal to be effective, the exchange agent must receive from
you a written, telex or facsimile transmission notice of withdrawal at one of
its addresses set forth on the back cover of this prospectus, and your notice
must include your name, address, social security number, the certificate
number(s) and the number of Siliconix shares to be withdrawn as well as the name
of the registered holder, if it is different from that of the person who
tendered those Siliconix shares. If Siliconix shares have been tendered pursuant
to the procedures for book-entry tender discussed under "Procedure for Tendering
Shares," any notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawn Siliconix shares and must
otherwise comply with DTC's procedures. If certificates have been delivered or
otherwise identified to the exchange agent, the name of the registered holder
and the serial numbers of the particular certificates evidencing the Siliconix
shares withdrawn must also be furnished to the exchange agent, as stated above,
prior to the physical release of the certificates. We will decide all questions
as to the form and validity (including time of receipt) of any notice of
withdrawal, in our sole discretion, and our decision shall be final and binding.
An eligible institution must guarantee all signatures on the notice of
withdrawal unless the Siliconix shares have been tendered for the account of an
eligible institution.
Neither we, the exchange agent, the information agent nor any other person
will be under any duty to give notification of any defects or irregularities in
any notice of withdrawal or will incur any liability for failure to give any
notification. Any Siliconix shares properly withdrawn will be deemed not to have
been validly tendered for purposes of our offer. However, you may retender
withdrawn Siliconix shares by following one of the procedures discussed under
"Procedure for Tendering Shares" or "Guaranteed Delivery" at any time prior to
the expiration date.
GUARANTEED DELIVERY
If you wish to tender Siliconix shares pursuant to the offer and your
certificates are not immediately available or you cannot deliver the
certificates and all other required documents to the exchange agent prior to the
expiration date or cannot complete the procedure for book-entry transfer on a
timely basis, your Siliconix shares may nevertheless be tendered, so long as all
of the following conditions are satisfied:
- you make your tender by or through an eligible institution;
- a properly completed and duly executed notice of guaranteed delivery,
substantially in the form made available by us, is received by the
exchange agent as provided below on or prior to the expiration date; and
- the certificates for all tendered Siliconix shares (or a confirmation of
a book-entry transfer of such securities into the exchange agent's
account at DTC as described above), in proper form for transfer, together
with a properly completed and duly executed letter of transmittal (or a
manually signed facsimile thereof), with any required signature
guarantees (or, in the case of a book-entry transfer, an agent's message)
and all other documents required by the letter of transmittal are
received by the exchange agent within three Nasdaq National Market
trading days after the date of execution of such notice of guaranteed
delivery.
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You may deliver the notice of guaranteed delivery by hand or transmit it by
facsimile transmission or mail to the exchange agent and you must include a
guarantee by an eligible institution in the form set forth in that notice.
In all cases, we will exchange Siliconix shares tendered and accepted for
exchange pursuant to our offer only after timely receipt by the exchange agent
of certificates for Siliconix shares (or timely confirmation of a book-entry
transfer of those Siliconix shares into the exchange agent's account at DTC as
described above), a properly completed and duly executed letter(s) of
transmittal (or a manually signed facsimile(s) thereof), or an agent's message
in connection with a book-entry transfer, and any other required documents.
EFFECT OF TENDER
By executing a letter of transmittal as set forth above, you irrevocably
appoint our designees as your attorneys-in-fact and proxies, each with full
power of substitution, to the full extent of your rights with respect to your
Siliconix shares tendered and accepted for exchange by us and with respect to
any and all other Siliconix shares and other securities issued or issuable in
respect of the Siliconix shares on or after May 25, 2001. That appointment is
effective, and voting rights will be affected, when and only to the extent that
we deposit shares of Vishay common stock for Siliconix shares that you have
tendered with the exchange agent. All such proxies shall be considered coupled
with an interest in the tendered Siliconix shares and therefore shall not be
revocable. Upon the effectiveness of such appointment, all prior proxies that
you have given will be revoked, and you may not give any subsequent proxies
(and, if given, they will not be deemed effective). Our designees will, with
respect to the Siliconix shares for which the appointment is effective, be
empowered, among other things, to exercise all of your voting and other rights
as they, in their sole discretion, deem proper at any annual, special or
adjourned meeting of Siliconix's stockholders or otherwise. We reserve the right
to require that, in order for Siliconix shares to be deemed validly tendered,
immediately upon our exchange of those Siliconix shares, we must be able to
exercise full voting rights with respect to such Siliconix shares.
We will determine questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Siliconix shares, in our sole discretion, and our determination shall be final
and binding. We reserve the absolute right to reject any and all tenders of
Siliconix shares that we determine are not in proper form or the acceptance of
or exchange for which may, in the opinion of our counsel, be unlawful. No tender
of Siliconix shares will be deemed to have been validly made until all defects
and irregularities in tenders of Siliconix shares have been cured or waived.
Neither we, the exchange agent, the information agent nor any other person will
be under any duty to give notification of any defects or irregularities in the
tender of any Siliconix shares or will incur any liability for failure to give
any such notification. Our interpretation of the terms and conditions of our
offer (including the letter of transmittal and instructions thereto) will be
final and binding.
The tender of Siliconix shares pursuant to any of the procedures described
above will constitute a binding agreement between us and you upon the terms and
subject to the conditions of the offer.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the material U.S. federal income
tax consequences of the exchange of Siliconix common stock for Vishay common
stock in the offer and, if consummated, merger. The discussion which follows is
based on the U.S. Internal Revenue Code of 1986, as amended, treasury
regulations promulgated thereunder, administrative rulings and pronouncements
and judicial decisions as of the date hereof, all of which are subject to
change, possibly with retroactive effect. Any such change could alter the tax
consequences discussed in this document. The discussion below is also based on
representations made by Vishay and Vishay TEMIC. If any of these representations
is inaccurate, the tax consequences of the offer and merger could differ from
those described in this document.
The discussion below is for general information only and, except where
specifically noted, does not address the effects of any state, local or non-U.S.
tax laws. In addition, the discussion below relates to
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persons who hold Siliconix common stock and will hold Vishay common stock as
capital assets. The tax treatment of a Siliconix stockholder may vary depending
upon such stockholder's particular situation, and certain stockholders may be
subject to special rules not discussed below, including for example, partners of
partnerships that hold Siliconix common stock or will hold Vishay common stock,
insurance companies, tax-exempt organizations, financial institutions,
broker-dealers and individuals who received Siliconix common stock pursuant to
the exercise of employee stock options or otherwise as compensation. In
addition, this discussion does not address the tax consequences to any Siliconix
stockholder who is a not a U.S. Holder or who exercises appraisal rights.
As used in this section, a "U.S. Holder" means a beneficial owner of
Siliconix common stock who exchanges Siliconix common stock for Vishay common
stock and who is, for U.S. federal income tax purposes:
- a citizen or resident of the U.S.;
- a corporation, partnership or other entity, other than a trust, created
or organized in or under the laws of the U.S. or any political
subdivision thereof;
- an estate whose income is subject to U.S. federal income tax regardless
of its source; or
- a trust:
1. if, in general, a court within the U.S. is able to exercise primary
supervision over its administration and one or more U.S. persons have
authority to control all of its substantial decisions, or
2. that has a valid election in effect under applicable U.S. treasury
regulations to be treated as a U.S. person.
In the opinion of Kramer Levin Naftalis & Frankel LLP, based upon
representations made by Vishay and Vishay TEMIC and on certain assumptions set
forth in such opinion and as further qualified therein, (i) the exchange of
Siliconix common stock for Vishay common stock in the offer and, if consummated,
merger will constitute a reorganization within the meaning of Section 368(a) of
the U.S. Internal Revenue Code and (ii) Vishay, Vishay TEMIC and Siliconix will
each be a party to the reorganization. As a result:
- Siliconix stockholders will not recognize any income, gain or loss on the
exchange of Siliconix common stock for Vishay common stock in the offer
and/or merger (except for cash received in lieu of fractional shares);
- the tax basis to a Siliconix stockholder of the Vishay common stock
received in exchange for Siliconix common stock pursuant to the offer
and/or merger, including any fractional share interest in Vishay common
stock for which cash is received, will equal such Siliconix stockholder's
tax basis in the Siliconix common stock surrendered in exchange therefor;
- the holding period of a Siliconix stockholder for the Vishay common stock
received pursuant to the offer and/or merger will include the holding
period of the Siliconix common stock surrendered in exchange therefor;
- a Siliconix stockholder who receives cash in lieu of a fractional share
of Vishay common stock pursuant to the offer and/or merger will be
treated as having received such cash in redemption of such fractional
share interest and generally will recognize capital gain or loss on such
deemed exchange in an amount equal to the difference between the amount
of cash received and the basis of the Siliconix stock allocable to such
fractional share; and
- no income, gain or loss will be recognized by Vishay, Vishay TEMIC or
Siliconix as a result of the transfer to Siliconix stockholders of the
Vishay common stock provided by Vishay to Vishay TEMIC pursuant to the
offer and merger.
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PURPOSE OF THE OFFER; THE MERGER; APPRAISAL RIGHTS
We are making the offer in order to acquire all of the outstanding shares
of Siliconix common stock that we do not own. Our offer is conditioned on, among
other things, the tender of at least a majority of the outstanding publicly held
Siliconix shares. If that condition is satisfied and if the offer is
consummated, we will own more than 90% of the outstanding common stock of
Siliconix. Under Delaware law, this would allow us to effect a "short-form"
merger of Siliconix with the subsidiary of Vishay holding the Siliconix shares
without stockholder approval. We currently intend, as soon as practicable after
consummation of the offer, to effect such a short-form merger, with the
surviving company becoming a wholly-owned subsidiary of Vishay. To effect the
merger, Vishay TEMIC would contribute all of the shares of Siliconix common
stock to a wholly-owned subsidiary of Vishay TEMIC and that subsidiary would
merge with and into Siliconix.
If the short-form merger takes place and you have not validly tendered your
Siliconix shares in the offer, your shares will be exchanged for the same
consideration per Siliconix share you own that you would have received, without
interest, if you had tendered your shares in the offer, unless you properly
perfect your appraisal rights under Delaware law.
Although we currently intend to effect the short-form merger following
consummation of the offer, we are not required to do so and there are
circumstances in which we may determine not to effect the merger. These
circumstances include if a court prevented us from effecting the merger or if we
deemed it advisable not to effect the merger in order to settle litigation or
avoid litigation risks. If we determine not to effect the short-form merger
following consummation of the offer, we could still do so at a later time. In
that case, the value of the per share consideration received by stockholders in
the merger could be less than or greater than the value of the consideration
received in the offer.
If we were to consummate the offer but not effect the short-form merger,
the liquidity of and market for the remaining publicly held Siliconix shares,
and the rights of the holders of those shares, could be adversely affected. The
Siliconix common stock is currently listed on the Nasdaq National Market System.
Depending upon the number of Siliconix shares purchased in the offer, the
Siliconix common stock may no longer meet the requirements for continued listing
and may be delisted from the Nasdaq National Market System. It is possible that
the Siliconix common stock would continue to trade in the over-the-counter
market and that price quotations would be reported by other sources. The extent
of the public market for the Siliconix stock and the availability of such
quotations would, however, depend upon the number of holders of the Siliconix
stock remaining at such time, the interests in maintaining a market in the
Siliconix stock on the part of securities firms, the possible termination of
registration of the Siliconix stock under the Exchange Act, as described below,
and other factors.
The Siliconix common stock is currently registered under the Exchange Act.
This registration may be terminated upon application of Siliconix to the SEC if
there are fewer than 300 holders of record of the Siliconix stock. The
termination of the registration of the Siliconix common stock under the Exchange
Act would substantially reduce the information required to be furnished by
Siliconix to its stockholders and to the SEC. It would also make certain of the
provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b), the requirement of furnishing a proxy statement in
connection with stockholders' meetings, the related requirement of an annual
report to stockholders, and the requirements of Rule 13e-3 with respect to going
private transactions, no longer applicable.
The shares of Siliconix common stock are currently "margin securities"
under the regulations of the Board of Governors of the Federal Reserve System.
This has the effect, among other things, of allowing brokers to extend credit on
the Siliconix common stock as collateral. Depending on factors similar to those
described above regarding listing and market quotations, it is possible the
Siliconix stock would no longer constitute "margin securities" for purposes of
the Federal Reserve Board's margin regulations. If registration of the Siliconix
common stock under the Exchange Act were terminated, the Siliconix stock would
no longer be "margin securities."
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APPRAISAL RIGHTS
Under Delaware law, Siliconix stockholders do not have appraisal rights in
connection with the offer. The following summarizes provisions of Delaware law
regarding appraisal rights that would be applicable in the event of a short-form
merger. This discussion is qualified in its entirety by reference to Section 262
of the Delaware General Corporation Law, which contains the Delaware appraisal
statute. A copy of this provision is attached to this document as Annex A. If
you fail to take any action required by Delaware law, your rights to an
appraisal will be waived or terminated.
Notification of Merger's Effectiveness
Either before the effective time of the merger or within ten days
thereafter, Siliconix will send notice of the effectiveness of the merger and
the availability of appraisal rights to each Siliconix stockholder (other than
Vishay or its subsidiaries).
Electing Appraisal Rights
To exercise appraisal rights, the record holder of Siliconix common stock
must within 20 days after the date of mailing of such notice deliver a written
demand for appraisal to Siliconix. This demand must reasonably inform Siliconix
of the identity of the holder of record and that the stockholder demands
appraisal of his, her or its shares of Siliconix common stock.
A demand for appraisal must be delivered to: Corporate Secretary, Siliconix
incorporated, 2201 Laurelwood Road, Santa Clara, California 95054.
Only Record Holders May Demand Appraisal Rights
Only a record holder of Siliconix common stock is entitled to demand
appraisal rights. The demand must be executed by or for the record holder, fully
and correctly, as the holder's name appears on the holder's stock certificates.
- If the Siliconix common stock is owned of record in a fiduciary capacity,
such as by a trustee, guardian or custodian, the demand should be
executed in that capacity.
- If the Siliconix common stock is owned of record by more than one person,
as in a joint tenancy or tenancy in common, the demand should be executed
by or for all owners.
- An authorized agent, including one of two or more joint owners, may
execute the demand for appraisal for a holder of record. The agent must
identify the owner or owners of record and expressly disclose the fact
that, in executing the demand, the agent is acting as agent for the owner
or owners of record.
- A holder of record, such as a broker, who holds common stock as nominee
for beneficial owners, may exercise a holder's right of appraisal with
respect to common stock held for all or less than all of such beneficial
owners. In that case, the written demand should set forth the number of
shares of common stock covered by the demand. If no number of shares of
common stock is expressly mentioned, the demand will be presumed to cover
all shares of common stock standing in the name of the record holder.
Court Petition Must Be Filed
Within 120 days after the effective time of the merger, the surviving
corporation in the merger or any stockholder who has satisfied the foregoing
conditions may file a petition in the Delaware Court of Chancery demanding a
determination of the fair value of the Siliconix common stock. Stockholders
seeking to exercise appraisal rights should initiate all necessary action to
perfect its rights within the time periods prescribed by Delaware law.
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Appraisal Proceeding by Delaware Court
If a petition for an appraisal is timely filed, after a hearing on the
petition, the Delaware Court of Chancery will determine which of the
stockholders are entitled to appraisal rights. The court will appraise the
common stock owned by the stockholders and determine its fair value. In
determining fair value, the court may consider a number of factors including
market values of Siliconix's stock, asset values and other generally accepted
valuation considerations, but will exclude any element of value arising from the
accomplishment and expectation of the merger. The court will also determine the
amount of interest, if any, to be paid upon the value of the common stock to the
stockholders entitled to appraisal.
The value determined by the court for Siliconix common stock could be more
than, less than, or the same as the merger consideration, but the form of the
consideration payable as a result of the appraisal proceeding would be cash. The
court may also order that all or a portion of any stockholder's expenses
incurred in connection with an appraisal proceeding, including reasonable
attorney's fees and expenses and reasonable fees and expenses of experts
utilized in the appraisal proceeding, be charged against the value of all common
stock entitled to appraisal.
Effect of Appraisal Demand on Voting and Right to Dividends
Any stockholder who has duly demanded an appraisal in compliance with
Delaware law will not, after the effective time of the merger, be entitled to
vote the shares subject to the demand for any purpose. The shares subject to the
demand will not be entitled to dividends or other distributions, other than
those payable or deemed to be payable to stockholders of record as of a date
prior to the effective time.
Loss, Waiver or Withdrawal of Appraisal Rights
Holders of Siliconix common stock lose the right to appraisal if no
petition for appraisal is filed within 120 days after the effective time of the
merger. A stockholder will also lose the right to an appraisal by delivering to
the surviving corporation a written withdrawal of such stockholder's demand for
an appraisal. In addition, any attempt to withdraw that is made more than 60
days after the effective time requires the written approval of the surviving
corporation. If appraisal rights are not perfected or a demand for appraisal
rights is timely withdrawn, a stockholder will be entitled to receive the
consideration otherwise payable pursuant to the merger, without interest. The
number of shares of Vishay common stock, and cash in lieu of a fraction of a
share of Vishay common stock, delivered to such stockholder will be based on the
same exchange ratio utilized in the offer and the merger, regardless of the
market price of Vishay shares at the time of delivery.
Dismissal of Appraisal Proceeding
If an appraisal proceeding is timely instituted, such proceeding may not be
dismissed as to any stockholder who has perfected a right of appraisal without
the approval of the court.
CONDITIONS OF THE OFFER
The offer is subject to a number of conditions, which are described below.
These conditions, other than those involving receipt of necessary government
approvals, must be satisfied or, where permissible, waived prior to the
expiration date of the offer for the offer to be consummated:
Minimum Condition
There must be validly tendered and not properly withdrawn prior to the
expiration of the offer a number of Siliconix shares which constitutes at least
a majority of the total number of outstanding Siliconix shares of common stock
(excluding those shares held by Vishay or its subsidiaries) on a fully diluted
basis as of the date that we accept the Siliconix shares pursuant to the offer.
Based on information available to Vishay, the number of Siliconix shares needed
to satisfy the minimum condition as of the date of this document is 2,924,521.
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Registration Statement Effectiveness Condition
The registration statement on Form S-4 of which this prospectus is a part
must have become effective under the Securities Act and not be the subject of
any stop order or proceedings seeking a stop order.
Listing Condition
The Vishay common stock issuable in the offer must have been approved for
listing on the New York Stock Exchange, subject to official notice of issuance.
Other Conditions of the Offer
The offer is also subject to the conditions that, at the time of the
expiration date of the offer, none of the following shall have occurred and be
continuing which, in our good faith judgment, regardless of the circumstances,
makes it inadvisable to proceed with the offer:
1. there shall be in effect an injunction, order, decree, judgment or
ruling by a governmental authority of competent jurisdiction or a statute,
rule, regulation or order shall have been promulgated or shall have been
enacted by a governmental authority of competent jurisdiction which in any
such case (i) restrains or prohibits the making or consummation of the
offer or the consummation of the merger, (ii) prohibits or restricts our or
any of our subsidiaries' or affiliates' ownership or operation of any
portion of Siliconix's business or assets, or which would substantially
deprive us and/or our affiliates or subsidiaries of the benefit of
ownership of Siliconix's business or assets, or compels us (or any of our
affiliates or subsidiaries) to dispose of or hold separate any portion of
Siliconix's business or assets or which would substantially deprive us
and/or our affiliates or subsidiaries of the benefit of ownership of
Siliconix's business or assets, (iii) imposes material limitations on our
ability to acquire, hold or exercise full rights of ownership of the
Siliconix shares, including, the right to vote Siliconix shares, or (iv)
imposes any material limitations on our ability and/or our affiliate's or
subsidiaries' ability to control in any material respect the business and
operations of Siliconix; or
2. there shall have been instituted, pending or threatened any
litigation or other legal action by or before any court or other
governmental authority seeking to restrain or prohibit the making or
consummation of the offer or the consummation of the merger or to impose
any other restriction, prohibition or limitation referred to in the above
paragraph 1 or to impose any liability on Vishay, Siliconix or their
affiliates in respect thereof; or
3. there shall have occurred (i) any general suspension of, or
limitation on prices for, trading in the Siliconix common stock on Nasdaq
or the trading of the Vishay common stock on the NYSE, (ii) a declaration
of a banking moratorium or any general suspension of payments in respect of
banks in the United States or (iii) in the case of any of the foregoing
existing at the time of the commencement of our offer, a material
acceleration or worsening thereof; or
4. the tax opinion of Kramer Levin Naftalis & Frankel LLP to the
effect that the offer and merger will be treated as a tax free
reorganization for U.S. federal income tax purposes filed as an exhibit to
the registration statement shall be withdrawn; or
5. any change, development, effect or circumstance shall have occurred
or be threatened that would reasonably be expected to have a material
adverse effect on Siliconix; or
6. Siliconix shall have filed for bankruptcy or another person shall
have filed a bankruptcy petition against Siliconix which is not dismissed
within two business days.
The conditions to the offer are for our sole benefit and may be waived by
us, in whole or in part at any time and from time to time prior to the
expiration date of the offer, in our sole discretion, other than the minimum
condition, the registration statement effectiveness condition or the listing
condition described above. Our failure to exercise any of the foregoing rights
shall not be deemed a waiver of any right and each right shall be deemed an
ongoing right which may be asserted at any time and from time to time prior to
the expiration date of the offer.
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CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS
General. Except as set forth herein, we are not aware of any license or
regulatory permit that appear to be material to the business of Siliconix and
its subsidiaries, taken as a whole, that might be materially adversely affected
by our acquisition of Siliconix shares, or of any filing approval or other
action by or with any governmental entity or administrative or regulatory agency
that would be required for our acquisition or ownership of Siliconix shares.
Should any such approval or other action be required, we presently contemplate
that such approval or other action will be sought. While, except as otherwise
described in this prospectus, we do not presently intend to delay the acceptance
for payment of, or payment for, shares tendered pursuant to the offer pending
the outcome of any such matter, there can be no assurance that any such approval
or other action, if needed, would be obtained or would be obtained without
substantial conditions or that failure to obtain any such approval or other
action might not result in consequences adverse to Siliconix's business or that
certain parts of Siliconix's business might not have to be disposed of, or other
substantial conditions complied with, in the event that such approvals were not
obtained or such other actions were not taken or in order to obtain any such
approval or other action. We intend to make all required filings under the
Exchange Act.
State Takeover Laws. A number of states have adopted takeover laws and
regulations which purport, to varying degrees, to be applicable to attempts to
acquire securities of corporations which are incorporated in such states or
which have substantial assets, stockholders, principal executive offices or
principal places of business therein. We have not attempted to comply with any
state takeover statutes in connection with the offer. We reserve the right to
challenge the validity or applicability of any state law allegedly applicable to
the offer, and nothing in this prospectus nor any action taken in connection
herewith is intended as a waiver of that right. In the event that it is asserted
that one or more takeover statutes apply to the offer, and it is not determined
by an appropriate court that such statute or statutes do not apply or are
invalid as applied to the offer, as applicable, we may be required to file
certain documents with, or receive approvals from, the relevant state
authorities, and we might be unable to accept for payment or purchase shares
tendered pursuant to the offer or be delayed in continuing or consummating the
offer. In such case, we may not be obligated to accept for purchase, or pay for,
any shares tendered. See "Other Conditions of the Offer" above.
Siliconix is incorporated under the laws of the State of Delaware. In
general, Section 203 of the DGCL prevents an "interested stockholder" (including
a person who owns or has the right to acquire 15% or more of a corporation's
outstanding voting stock) from engaging in a "business combination" (defined to
include mergers and certain other actions) with a Delaware corporation for a
period of three years following the time such person becomes an interested
stockholder unless, among other exceptions, the "business combination" is
approved by the board of directors of such corporation prior to such time.
Vishay has held its interest in Siliconix for more than three years, so Section
203 of the DGCL should not apply to this offer or the merger.
Non-U.S. Approvals. We are unaware of any requirement for the filing of
information with, or the obtaining of the approval or consent of, governmental
authorities in any non-U.S. jurisdiction that is applicable to the offer or the
merger.
CERTAIN EFFECTS OF THE OFFER
Effects on the Market. We intend to cause the delisting of the Siliconix
shares from Nasdaq following consummation of the offer and the short-form
merger. See "Purpose of the Offer; The Merger; Appraisal Rights" for a
discussion of the possibility that the Siliconix common stock could be delisted
from Nasdaq if the offer is consummated but the merger is not effected.
Exchange Act Registration. The shares of Siliconix common stock are
currently registered under the Exchange Act. If the offer and the merger are
consummated, we will terminate registration of the Siliconix shares under the
Exchange Act. See "Purpose of the Offer; The Merger; Appraisal Rights" for a
discussion of the possibility that the Siliconix common stock could be
deregistered under the Exchange Act if the offer is consummated but the merger
is not effected.
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Financing of the Offer. The securities required to consummate the offer
come from Vishay's authorized but unissued shares. Vishay's fees and expenses in
connection with the offer are estimated to be approximately $300,000, including
the SEC filing fee and the fees of the information agent, the exchange agent,
the financial printer, counsel, auditors and other professionals. We will obtain
all of such funds from Vishay's available capital resources.
Going Private Transactions. The SEC has adopted Rule 13e-3 under the
Exchange Act which is applicable to certain "going private" transactions and
which may under certain circumstances be applicable to the purchase of Siliconix
shares pursuant to an offer in which Vishay seeks to acquire the remaining
shares not held by Vishay or its subsidiaries. Rule 13e-3 requires, among other
things, that certain financial information concerning the target and certain
information relating to the fairness of the proposed transaction and the
consideration offered to minority stockholders in such transaction be filed with
the SEC and disclosed to stockholders prior to consummation of the transaction.
We believe that Rule 13e-3 will not be applicable to the offer and the merger
pursuant to Rule 13e-3(g)(2) under the Exchange Act, because the stockholders of
Siliconix will be receiving common stock of Vishay that is registered under the
Exchange Act and listed on the NYSE.
Plans for Siliconix. Siliconix's products are currently marketed through
Vishay's worldwide distribution system. Following the consummation of the offer
and the merger, we expect to initiate a review of Siliconix and its assets,
corporate structure, capitalization, operations, properties, policies,
management and personnel. As a result of this review, we may determine to make
changes in the business of Siliconix to better organize, integrate and
coordinate the activities of Siliconix and Vishay. We may in the future also
consider transactions such as the disposition or acquisition of material assets,
alliances, joint ventures, other forms of co-operation with third parties or
other extraordinary transactions affecting Siliconix or its operations.
RELATIONSHIPS WITH SILICONIX
In considering whether to tender your shares in the offer, you should be
aware of certain transactions between Vishay and Siliconix since the end of 1997
in addition to those referred to above in "Background of the Offer."
At December 31, 1997, Siliconix owed $34,570,000 to Daimler-Benz Capital,
Inc., then an affiliated company. After the acquisition of approximately 80.4%
of Siliconix's outstanding common stock by Vishay in March 1998, this
indebtedness was assigned to Vishay. It bore interest at a floating rate equal
to Vishay's cost of funds, approximately 6.25% per annum, and was paid in full
in 1999.
Effective May 1998, Siliconix signed a revolving intercompany promissory
note payable to Vishay establishing a $35,000,000 revolving credit facility.
Under the note, Siliconix may borrow up to $35,000,000 from time to time from
Vishay for general corporate purposes. Amounts borrowed bore interest at a
floating rate equal to Vishay's cost of funds, approximately 6.25% per annum.
The maximum amount outstanding under this note was $14,300,000, which amount was
paid in full in 1999. There is currently no amount outstanding under the note.
Effective May 1998, Siliconix borrowed $16,000,000 from Vishay. The purpose
of this loan was to enable Siliconix Technology C.V., an affiliated limited
partnership, to purchase 40% of the outstanding equity interest in Shanghai
Simconix Co. Ltd. from the Shanghai Institute of Metallurgy. Shanghai Simconix
is a joint venture between Siliconix and the Shanghai Institute of Metallurgy
that performs assembly and test services for Siliconix in Shanghai, China. This
indebtedness bore interest at a floating rate equal to Vishay's cost of funds,
approximately 6.25% per annum. This indebtedness was paid in full in 1999.
Effective December 1999, Vishay signed a revolving intercompany promissory
note payable to Siliconix establishing a $75,000,000 revolving credit facility.
Under the note, Vishay may borrow up to $75,000,000 from time to time from
Siliconix for general corporate purposes. Amounts borrowed bear interest at a
floating rate equal to Siliconix's cost of funds, currently 7.5% per annum. We
believe that this
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is a higher rate of return for Siliconix than Siliconix could obtain from most
traditional short-term investments. The maximum amount outstanding under this
note was $37,000,000, which was paid in full in 2000.
Except as set forth in this prospectus, neither we nor, to the best of our
knowledge, any of our directors, executive officers or other affiliates (a) has
any contract, arrangement, understanding or relationship with any other person
with respect to any securities of Siliconix, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any securities of Siliconix, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss, or
the giving or withholding of proxies, (b) has engaged in contacts, negotiations
or transactions with Siliconix or its affiliates concerning a merger,
consolidation, acquisition, tender offer or other acquisition of securities,
election of directors or a sale or other transfer of a material amount of assets
or (c) has had any other transaction with Siliconix or any of its executive
officers, directors or affiliates that would require disclosure under the rules
and regulations of the SEC applicable to the offer. Except for the shares of
Siliconix common stock that we own as disclosed in this prospectus, neither we
nor any of our affiliates beneficially own any Siliconix shares or have effected
any transaction in the shares within the past 60 days.
ACCOUNTING TREATMENT
The merger will be accounted for at historical costs, with the exception of
the Siliconix minority interest which will be accounted for under the purchase
method of accounting in accordance with United States generally accepted
accounting principles. Accordingly, the cost to acquire the Siliconix minority
interest in excess of its carrying value will be allocated on a pro rata basis
to the assets acquired and liabilities assumed based on their fair values, with
any excess being allocated to goodwill. A final determination of the intangible
asset lives and required purchase accounting adjustments, including the
allocation of the purchase price to the assets acquired and liabilities assumed
based on their respective fair values, has not yet been made.
The acquisition of the Siliconix common stock would not be considered
material to Vishay and, accordingly, Vishay is not required to include pro forma
financial information in this prospectus, except as provided in "Comparative Per
Share Information" on page 21.
FEES AND EXPENSES
We have retained MacKenzie Partners, Inc. as information agent in
connection with the offer. The information agent may contact holders of
Siliconix shares by mail, telephone, telex, telegraph and personal interview and
may request brokers, dealers and other nominee stockholders to forward material
relating to the offer to beneficial owners of Siliconix shares. We will pay the
information agent customary fees for these services in addition to reimbursing
the information agent for its reasonable out-of-pocket expenses. We have agreed
to indemnify the information agent against certain liabilities and expenses in
connection with the offer, including certain liabilities under the U.S. federal
securities laws.
In addition, we have retained American Stock Transfer & Trust Company as
the exchange agent. We will pay the exchange agent reasonable and customary fees
for its services in connection with the offer, will reimburse the exchange agent
for its reasonable out-of-pocket expenses and will indemnify the exchange agent
against certain liabilities and expenses, including certain liabilities under
the U.S. federal securities laws.
Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Siliconix shares
pursuant to the offer. We will reimburse brokers, dealers, commercial banks and
trust companies and other nominees, upon request, for customary clerical and
mailing expenses incurred by them in forwarding offering materials to their
customers.
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INTERESTS OF CERTAIN PERSONS
In considering whether to tender your shares in the offer, you should be
aware of interests of certain persons as described below in connection with the
offer and the merger.
Each of Mr. Everett Arndt, Ms. Lori Lipcaman and Mr. Glyndwr Smith,
directors of Siliconix, are management employees of Vishay and Michael
Rosenberg, also a director of Siliconix, has been an independent consultant to
Vishay since 1992.
Until 1999, Mr. Mark Segall, a director of Siliconix and member of the
special committee, was a partner with the law firm of Kramer Levin Naftalis &
Frankel LLP during which time he represented Vishay as its corporate counsel and
represented Vishay in the transaction in which it first acquired its interest in
Siliconix. In addition, Mr. Segall was listed as Vishay's representative,
attorney or required recipient of any notice on various of Vishay's SEC filings
and corporate documents.
Mr. Timothy V. Talbert, a director of Siliconix and member of the special
committee, was employed by Manufacturers Bank during the mid-1980s. During his
tenure with the bank, Mr. Talbert provided many banking services to Vishay and
served as relationship manager for Vishay. Also while with the bank, Mr. Talbert
helped arrange financing for one of Vishay's acquisitions and worked personally
with Dr. Felix Zandman, the chief executive officer of Vishay, in connection
with such acquisition. Mr. Talbert and his wife have held 2,014 shares of Vishay
stock in individual retirement accounts for over ten years.
Siliconix does not maintain a stock option plan or stock purchase plan of
its own. Certain Siliconix executive officers have received options to purchase
Vishay common stock under Vishay's 1998 Stock Option Plan or other plans. King
Owyang, the president and chief executive officer of Siliconix, owns options to
purchase 102,500 shares of Vishay common stock.
The cost savings and possible financial improvements resulting from a
combination of Siliconix and Vishay could benefit Siliconix's management, who
might receive increased compensation, and the directors of Siliconix affiliated
with Vishay, by virtue of the benefits of the transaction to Vishay.
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COMPARISON OF RIGHTS OF HOLDERS OF SILICONIX COMMON STOCK
AND HOLDERS OF VISHAY COMMON STOCK
Because Siliconix and Vishay are both organized under the laws of the State
of Delaware, the differences in the rights of a Siliconix stockholder and the
rights of a Vishay stockholder arise solely from differences in the
organizational documents of Siliconix and Vishay, rather than from differences
of law. The following summary highlights material differences between the
current rights of holders of Vishay common stock and holders of Siliconix common
stock. This summary does not purport to be a complete discussion of the
certificates of incorporation and by-laws of Siliconix and Vishay and is
qualified in its entirety by reference to these documents. Copies of each
company's certificate of incorporation and by-laws have been filed with the SEC
and will be sent to holders of Siliconix common stock upon request. See "Where
You Can Find More Information" on page 1.
SILICONIX VISHAY
--------- ------
--------------------------------------------------------------------------------------------
BOARD OF DIRECTORS
--------------------------------------------------------------------------------------------
Size of Board
The by-laws of Siliconix provide that the The by-laws of Vishay provide that the number
number of directors shall be eight. of directors shall be not less than three nor
more than fifteen, except that, where all the
shares of stock of the corporation are owned
beneficially and of record by less than three
stockholders, the number of directors may be
less than three but not less than the number
of such stockholders. Subject to the
foregoing limitation, the number of directors
may be fixed from time to time by action of
the stockholders or of the directors, or, if
the number is not fixed, the number shall be
three. The number of directors may be
increased or decreased by action of the
stockholders or the directors.
Quorum
The by-laws of Siliconix provide that, except The by-laws of Vishay provide that a majority
as otherwise provided by applicable law, the of the whole Board shall constitute a quorum
certificate of incorporation or the by-laws, except when a vacancy or vacancies prevents
a majority of the directors shall constitute such majority, whereupon a majority of the
a quorum. directors in office shall constitute a
quorum, provided that such majority shall
constitute at least one-third of the whole
board.
Removal of Directors
The by-laws of Siliconix provide that, at a The by-laws of Vishay provide that any or all
special meeting of stockholders, the board of of the directors may be removed for cause or
directors or any individual director may be without cause by the stockholders. Directors
removed from office, with or without cause, may be removed for cause by the board of
and a new director or directors elected by a directors.
vote of stockholders holding a majority of
the outstanding shares entitled to vote at an
election of directors.
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SILICONIX VISHAY
--------- ------
Filling of Board Vacancies
The by-laws of Siliconix provide that, except The by-laws of Vishay provide that vacancies
as otherwise provided in the certificate of may be filled by the vote of a majority of
incorporation, vacancies and newly created the remaining directors then in office,
directorships resulting from any increase in although less than a quorum, or by the sole
the authorized number of directors may be remaining director.
filled by a majority of the directors then in
office, although less than a quorum, or by a
sole remaining director, and each director so
elected shall hold office for the unexpired
portion of the term of the director whose
place shall be vacant and until his successor
shall have been duly elected and qualified.
--------------------------------------------------------------------------------------------
STOCKHOLDERS MEETINGS
--------------------------------------------------------------------------------------------
Calling a Special Meeting
The by-laws of Siliconix provide that special The by-laws of Vishay provide that special
meetings of stockholders may be called, for meetings of stockholders may be called by the
any purpose or purposes at any time, by the directors or by any officer instructed by the
president, the board of directors or any directors to call the meeting.
holder or holders of shares entitled to cast
no less than 10% of the votes at such
meeting.
Quorum Requirements
The by-laws of Siliconix provide that, except The by-laws of Vishay provide that, except as
as otherwise provided by applicable law, the otherwise provided by applicable law or the
certificate of incorporation or the by-laws, by-laws, the holders of a majority of the
the presence, in person or by proxy, of the outstanding shares of stock entitled to vote
holders of a majority of the outstanding shall constitute a quorum at a meeting of
stock entitled to vote shall constitute a stockholders.
quorum at all meetings of stockholders. Any
shares, the voting of which at any meeting
has been enjoined, or which for any reason
cannot be voted at such meeting, shall not be
counted to determine a quorum at such
meeting.
Certain Voting Requirements
The by-laws of Siliconix provide that, except The by-laws of Vishay provide that in the
as otherwise provided by applicable law, the election of directors, a plurality of votes
certificate of incorporation or the by-laws, shall elect. Any other action shall be
all action taken by a majority of the voting authorized by a majority of the votes cast
power represented at any meeting at which a except as otherwise provided by the
quorum is present shall be valid and binding certificate of incorporation or applicable
upon the corporation. law.
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SILICONIX VISHAY
--------- ------
Stockholder Action by Written Consent
The by-laws of Siliconix provide that, unless Under the certificate of incorporation and
otherwise provided in the certificate of the by-laws of Vishay, any action required to
incorporation, any action required by statute be taken, or any action which may be taken,
to be taken at any annual or special meeting at any meeting of stockholders, may be taken
of the stockholders, or any action which may without a meeting, without prior notice and
be taken at any annual or special meeting of without a vote, if a consent in writing,
the stockholders, may be taken without a setting forth the action so taken, shall be
meeting, without prior notice and without a signed by the holders of the outstanding
vote, if a consent in writing, setting forth stock having not less than the minimum number
the action so taken, shall be signed by the of votes that would be necessary to authorize
holders of outstanding stock having not less or take such action at a meeting at which all
than the minimum number of votes that would shares entitled to vote thereon were present
be necessary to authorize or take such action and voted. Prompt notice of the taking of the
at a meeting at which all shares entitled to corporate action without a meeting by less
vote thereon were present and voted. Prompt than unanimous written consent shall be given
notice of the taking of the corporate action to those stockholders who have not consented
without a meeting by less than unanimous in writing.
written consent shall be given to those
stockholders who have not consented in
writing.
--------------------------------------------------------------------------------------------
AMENDMENTS TO ORGANIZATIONAL DOCUMENTS
--------------------------------------------------------------------------------------------
Certificate of Incorporation
The certificate of incorporation of Siliconix The certificate of incorporation of Vishay
provides that the corporation reserves the provides that any provisions therein may be
right to amend, alter, change or repeal any amended, altered or repealed and any other
provision contained in the certificate of provisions authorized under applicable law
incorporation, in the manner prescribed by may be added or inserted as allowed by such
applicable law, and all rights conferred upon law, and all rights conferred upon
stockholders by the certificate of stockholders by the certificate of
incorporation are granted subject to that incorporation are granted subject to such
reservation. provision.
By-laws
The by-laws of Siliconix provide that such The by-laws of Vishay provide that the power
by-laws may be repealed, altered or amended to amend, alter and repeal such by-laws and
or new by-laws adopted by the stockholders. to adopt new by-laws shall be vested in the
The certificate of incorporation and by-laws board of directors; provided, that the board
of Siliconix provide that the board of of directors may delegate such power, in
directors shall also have the authority to whole or in part, to the stockholders; and
repeal, alter or amend the by-laws, subject provided, further, that any by-law, other
to the power of the stockholders to change or than an initial by-law, which provides for
repeal the by-laws. the election of directors by classes for
staggered terms shall be adopted by the
stockholders.
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SILICONIX VISHAY
--------- ------
--------------------------------------------------------------------------------------------
CERTAIN ARRANGEMENTS WITH CREDITORS
--------------------------------------------------------------------------------------------
The certificate of incorporation of Siliconix The certificate of incorporation of Vishay
does not contain a comparable provision. provides that whenever a compromise or
arrangement is proposed between Vishay and
its creditors or any class of them and/or
between Vishay and its stockholders or any
class of them, any court of equitable
jurisdiction within the State of Delaware
may, on the application in a summary way of
Vishay or of any creditor or stockholder
thereof or on the application of any receiver
or receivers appointed for Vishay under the
provisions of Section 291 of the General
Corporation Law of the State of Delaware or
on the application of trustees in dissolution
or of any receiver or receivers appointed for
Vishay under the provisions of Section 279 of
the General Corporation Law of the State of
Delaware order a meeting of the creditors or
class of creditors, and/or the stockholders
or class of stockholders of Vishay, as the
case may be, to be summoned in such manner as
the said court directs. If a majority in
number representing three-fourths in value of
the creditors or class of creditors, and/or
of the stockholders or class of stockholders
of Vishay, as the case may be, agree to any
compromise or arrangement and to any
reorganization of Vishay as a consequence of
such compromise or arrangement, the said
compromise or arrangement and the said
reorganization shall, if sanctioned by the
court to which the said application has been
made, be binding on all the creditors or
class of creditors, and/or on all the
stockholders or class of stockholders, of
Vishay, as the case may be, and also on
Vishay.
--------------------------------------------------------------------------------------------
CAPITALIZATION
--------------------------------------------------------------------------------------------
Authorized Stock
The certificate of incorporation of Siliconix The aggregate number of shares of capital
authorizes the issuance of 100,000,000 shares stock which Vishay has authority to issue is
of common stock, par value $0.01. At June 20, 171,000,000 shares: 150,000,000 shares of
2001, 29,879,040 shares of Siliconix common common stock, par value $.10 per share, and
stock were outstanding. Siliconix common 20,000,000 shares of Class B common stock,
stock is traded on the Nasdaq National par value $.10 per share, and 1,000,000
Market. shares of preferred stock, par value $1.00
per share. No shares of preferred stock have
been issued. At June 20, 2001, there were
122,429,597 shares of common stock and
15,506,634 shares of Class B common stock
outstanding.
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SILICONIX VISHAY
--------- ------
After any required payment on shares of
preferred stock, holders of common stock and
Class B common stock are entitled to receive,
and share ratably, on a per share basis, all
dividends and other distributions declared by
the board of directors of Vishay. In the
event of a stock dividend or stock split,
holders of common stock will receive shares
of common stock and holders of Class B common
stock will receive shares of Class B common
stock. Neither the common stock nor the Class
B common stock may be split, divided or
combined unless the other is split, divided
or combined equally.
Every holder of common stock is entitled to
one vote for each share of common stock held,
and every holder of Class B common stock is
entitled to 10 votes for each share of Class
B common stock held. The common stock and the
Class B common stock vote together as one
class on all matters subject to stockholder
approval, except as set forth in the
following sentence. The approval of the
holders of a majority of the outstanding
shares of common stock and of Class B common
stock, each voting separately as a class, is
required to authorize issuances of additional
shares of Class B common stock other than in
connection with stock splits and stock
dividends.
Shares of Class B common stock are
convertible into shares of common stock on a
one-to-one basis at any time at the option of
the holder thereof. The Class B common stock
is not transferable except to the holder's
spouse, certain of such holder's relatives,
certain trusts established for the benefit of
the holder, such holder's spouse or
relatives, corporations and partnerships
beneficially owned and controlled by the
holder, such holder's spouse or relatives,
charitable organizations and the holder's
estate. Upon any transfer made in violation
of those restrictions, shares of Class B
common stock will be automatically converted
into shares of common stock on a one-for-one
basis. Shares of Class B common stock will
also be deemed automatically converted into
shares of common stock if the number of
outstanding shares of Class B common stock
falls below 300,000 shares (as adjusted for
stock splits or stock dividends).
The common stock is listed on the New York
Stock Exchange. There is no public market for
shares of Company's Class B common stock. No
shares of preferred stock are currently
outstanding.
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LEGAL MATTERS
The validity of the Vishay common stock to be delivered to Siliconix
stockholders in connection with the offer and the merger will be passed upon by
Kramer Levin Naftalis & Frankel LLP, counsel to Vishay.
Certain legal matters in connection with the federal income tax
consequences of the offer and the merger will be passed upon for Vishay by
Kramer Levin Naftalis & Frankel LLP.
EXPERTS
The consolidated financial statements of Vishay Intertechnology, Inc.
appearing in Vishay's Annual Report (Form 10-K) for the year ended December 31,
2000, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of Siliconix incorporated appearing
in Siliconix's Annual Report (Form 10-K) for the year ended December 31, 2000,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
MISCELLANEOUS
The offer is being made solely by this prospectus and the related letter of
transmittal and is being made to holders of all outstanding Siliconix shares
(other than Vishay and its subsidiaries). We are not aware of any jurisdiction
where the making of the offer is prohibited by any administrative or judicial
action pursuant to any valid state statute. If we become aware of any valid
state statute prohibiting the making of the offer or the acceptance of shares
pursuant thereto, we will make a good faith effort to comply with any such state
statute. If, after such good faith effort, we cannot comply with any such state
statute, the offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of shares in such state. In any jurisdiction where the
securities, blue sky or other laws require the offer to be made by a licensed
broker or dealer, the offer shall be deemed to be made on our behalf by one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF VISHAY, VISHAY TEMIC OR SILICONIX NOT CONTAINED IN
THIS PROSPECTUS OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
54
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SCHEDULE I
CERTAIN INFORMATION CONCERNING THE
DIRECTORS AND EXECUTIVE OFFICERS OF VISHAY
The following table sets forth the name, current business address, present
principal occupation or employment, and material occupations, positions, offices
or employment for the past five years of each director and executive officer of
Vishay. Unless otherwise indicated, positions held shown in the following table
are positions with Vishay. Except as set forth below, each such person is a
citizen of the United States of America. None of the listed persons, during the
past five years, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws. Except as otherwise
noted, the current business address for each person listed below is c/o Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2121.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
NAME AND POSITION HELD FIVE-YEAR EMPLOYMENT HISTORY AND ADDRESS
---------------------- -------------------------------------------
Felix Zandman.............. Dr. Zandman, a founder of Vishay, has been the Chief
Chairman of the Board, Executive Officer and a Director of Vishay since its
Chief Executive Officer and inception. Dr. Zandman had been President of Vishay from
Director its inception until March 1998, when Dr. Gerald Paul was
appointed President of Vishay. Dr. Zandman has been
Chairman of the Board since March 1989.
Avi D. Eden................ Mr. Eden has been a Director and General Counsel of Vishay
Vice-Chairman of the Board, since June 1988, and has been Vice-Chairman of the Board
Executive Vice President, and Executive Vice President of Vishay since August 1996.
General Counsel and
Director
Gerald Paul................ Dr. Paul has served as a Director of Vishay since May 1993
President, Chief Operating and has been Chief Operating Officer of Vishay since
Officer and Director August 1996. In March 1998, Dr. Paul was appointed
President of Vishay. He was President of Vishay Electronic
Components, Europe from January 1994 to August 1996. Dr.
Paul has been Managing Director of Draloric Electronic
GmbH, an affiliate of Vishay, since January 1991. Dr. Paul
has been employed by Draloric since February 1978.
Richard N. Grubb........... Mr. Grubb has been Executive Vice President of Vishay
Executive Vice President, since August 1996, and a Director, Treasurer and Chief
Treasurer, Chief Financial Financial Officer of Vishay since May 1994. He was Vice
Officer and Director President of Vishay from May 1994 to August 1996. Mr.
Grubb has been associated with Vishay in various
capacities since 1972.
Robert A. Freece........... Mr. Freece has been a Director of Vishay since 1972 and
Senior Vice President and Senior Vice President since May 1994. He was a Vice
Director President of Vishay from 1972 until May 1994.
Eliyahu Hurvitz............ Mr. Hurvitz has been President and Chief Executive Officer
Director of Teva Pharmaceutical Industries Ltd. for more than the
past five years. He has been a Director of Vishay since
1994. Mr. Hurvitz's business address is c/o Teva
Pharmaceutical Industries Ltd., 5 Basel Street, Box 3190,
Petah Tiqua 49131 Israel.
I-1
61
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
NAME AND POSITION HELD FIVE-YEAR EMPLOYMENT HISTORY AND ADDRESS
---------------------- -------------------------------------------
Edward B. Shils............ Mr. Shils is a consultant. He is a Director -- Wharton
Director Entrepreneurial Center and George W. Taylor Professor
Emeritus of Entrepreneurial Studies, The Wharton School,
University of Pennsylvania. He has been a Director of
Vishay since 1981. Mr. Shils' business address is Suite
2030 -- First Union Building, 123 South Broad Street,
Philadelphia, PA 19109.
Ziv Shoshani............... Mr. Shoshani has been Executive Vice
Executive Vice President President -- Specialty Products Division of Vishay since
and Director 2000, including responsibility for oversight of the
Measurements Group Division. Prior to that, Mr. Shoshani
served in various capacities including Senior Vice
President Precision Resistors, Worldwide Foil Resistors
Manager, Plant Manager -- Holon, Israel, and Quality
Control Manager -- Holon. He has been employed by Vishay
since 1995 and was elected Director in May 2001.
Luella B. Slaner........... Ms. Slaner has been an investor for more than the past
Director five years. She has been a Director of Vishay since 1989.
Mark I. Solomon............ Mr. Solomon has been the chairman of CMS Companies for
Director more than the past five years. He has been a Director of
Vishay since 1993. Mr. Solomon's business address is c/o
CMS Companies, 1926 Arch Street, Philadelphia, PA
19103-1484.
William J. Spires.......... Mr. Spires has been a Vice President and Secretary of
Vice President and Vishay since 1981. Mr. Spires has been Vice
Secretary President -- Industrial Relations since 1980 and has been
employed by Vishay since 1970.
Jean-Claude Tine........... Mr. Tine has been an investor for more than the past five
Director years. He has been a Director of Vishay since 1988. Mr.
Tine's address is 6 Round Point des Champs Elysees, 75008
Paris, France.
Marc Zandman............... Mr. Zandman has been Vice President -- Corporate Marketing
Vice President and Director of Vishay since January 2001. He has been President,
Vishay Israel Limited since 1998. Prior to that, Mr.
Zandman served in various capacities including Executive
Vice President of Vishay Israel Limited from 1997 to 1998
and Vice President from 1996 to 1997. He has been employed
by Vishay since 1984 and was elected Director in May 2001.
Ruta Zandman............... Mrs. Zandman has been employed by Vishay as a Public
Director Relations Associate in the Investor Relations Department
since 1993 and was elected Director in May 2001.
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SCHEDULE II
CERTAIN INFORMATION CONCERNING THE
DIRECTORS AND EXECUTIVE OFFICERS OF VISHAY TEMIC SEMICONDUCTOR ACQUISITION
HOLDINGS CORP.
The following table sets forth the name, current business address, present
principal occupation or employment, and material occupations, positions, offices
or employment for the past five years of each director and executive officer of
Vishay TEMIC. Unless otherwise indicated, positions held shown in the following
table are positions with Vishay TEMIC. Except as set forth below, each such
person is a citizen of the United States of America. None of the listed persons,
during the past five years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws. The
current business address for each person listed below is c/o Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2121.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND POSITION HELD AND FIVE-YEAR EMPLOYMENT HISTORY
---------------------- ------------------------------------------
Felix Zandman *
President and Director
Avi D. Eden *
Vice President and Director
Richard N. Grubb *
Vice President, Chief
Financial Officer and Director
William J. Spires *
Vice President and Secretary
William M. Clancy Mr. Clancy has been the Corporate
Assistant Secretary Controller of Vishay Intertechnology, Inc.
for more than the past five years.
* See Schedule I.
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63
ANNEX A
SECTION 262 OF GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
SEC. 262 APPRAISAL RIGHTS.
(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to sec. 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to sec. 251 (other than a merger effected pursuant to
sec. 251(g) of this title), sec. 252, sec. 254, sec. 257, sec. 258, sec. 263 or
sec. 264 of this title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of sec. 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
sections 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
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64
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under sec. 253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of his shares
shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to
demand the appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to sec. 228
or sec. 253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within 20 days after the date of mailing
of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only to be sent to each stockholder who is entitled to appraisal
rights and who has demanded appraisal of such holder's shares in accordance
with this subsection. An affidavit of the secretary or assistant secretary
or of the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated
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65
therein. For purposes of determining the stockholders entitled to receive
either notice, each constituent corporation may fix, in advance, a record
date that shall be not more than 10 days prior to the date the notice is
given, provided, that if the notice is given on or after the effective date
of the merger or consolidation, the record date shall be such effective
date. If no record date is fixed and the notice is given prior to the
effective date, the record date shall be the close of business on the next
day preceding the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
his written request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has
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66
submitted his certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that he is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
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The Exchange Agent for the offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Overnight Delivery: By Hand Delivery:
59 Maiden Lane 59 Maiden Lane 59 Maiden Lane
New York, NY 10038 New York, NY 10038 New York, NY 10038
Facsimile Transmission (for eligible institutions only):
(718) 234-5001
Confirm Receipt of Facsimile by Telephone Only:
(718) 921-8200
Questions and requests for assistance may be directed to the information
agent at the address and telephone numbers listed below. Additional copies of
this prospectus, the letter of transmittal and other tender offer materials may
be obtained from the information agent as set forth below, and will be furnished
promptly at our expense. Facsimile copies of the letter of transmittal, properly
completed and duly executed, will be accepted. The letter of transmittal,
certificates for shares and any other required documents should be sent or
delivered by each stockholder of Siliconix or the stockholder's broker, dealer,
commercial bank, trust company or other nominee to the exchange agent at one of
its addresses set forth above. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
offer.
The Information Agent for the offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
CALL TOLL-FREE (800) 322-2885
68
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Vishay's certificate of incorporation provides that every person who is or
was a director, officer, employee or agent of the corporation shall be
indemnified by the corporation against all judgments, payments in settlement,
fines, penalties, and other reasonable costs and expenses resulting from any
action, proceeding, investigation or claim which is brought or threatened by or
in the right of Vishay or by anyone else by reason of such person being or
having been a director, officer, employee or agent of Vishay or any act or
omission of such person in such capacity. Such indemnification shall be
available either if such person is wholly successful in defending such action or
if, in the judgment of a court or the Board of Directors or in the opinion of
independent legal counsel, such person acted in good faith in what he reasonably
believed to be in the best interests of the corporation and was not adjudged
liable to the corporation, and, in any criminal action, had no reasonable cause
to believe that his action was unlawful. In the case of a derivative action,
such indemnification shall not be made other than in respect of a court approved
settlement or if, in the opinion of independent counsel, the person satisfied
the standard of conduct specified in the prior sentence, the action was without
substantial merit, the settlement was in the best interest of Vishay and the
payment is permissible under applicable law. Directors may authorize the
advancement of reasonable costs and expenses in connection with any such action
to the extent permitted under Delaware law.
The Vishay certificate of incorporation further provides that no director
shall have any personal liability to Vishay or to its stockholders for any
monetary damages for breach of fiduciary duty, to the extent permitted under the
Delaware General Corporation Law.
Vishay maintains $55 million of insurance to reimburse the directors and
officers of Vishay and its subsidiaries, for charges and expenses incurred by
them for wrongful acts claimed against them by reason of their being or having
been directors or officers of Vishay or any of its subsidiaries. Such insurance
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel
or slander, illegally obtained personal profits, profits recovered by Vishay
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
The following documents are exhibits to the Registration Statement:
ITEM 21. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
5.1* Opinion of Kramer Levin Naftalis & Frankel LLP regarding the
validity of the Vishay common stock registered hereunder.
8.1* Tax Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1* Consent of Ernst & Young LLP, independent auditors of
Vishay.
23.2* Consent of Ernst & Young LLP, independent auditors of
Siliconix.
23.3* Consent of Kramer Levin Naftalis & Frankel LLP (contained in
Exhibits 5.1 and 8.1).
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
24.1* Power of Attorney.
99.1* Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter from Vishay TEMIC to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99.4* Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients.
99.5* Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
99.6* Summary Advertisement as published in The Wall Street
Journal on May 25, 2001.
99.7* Request from Vishay TEMIC for stockholder list of Siliconix
incorporated.
99.8* Complaint titled Robert C. Dickenson v. Vishay
Intertechnology Inc., Vishay TEMIC Semiconductor Acquisition
Holding Corp., Siliconix incorporated, King Owyang, Everett
Arndt, Lori Lipcaman, Michael Rosenberg and Glyndwr Smith,
filed on February 23, 2001 in the Chancery Court of the
State of Delaware, County of New Castle.
99.9* Complaint titled Moshe Miller v. King Owyang, Everett Arndt,
Lori Lipcaman, Michael Rosenberg, Mark Segall, Glyndwr
Smith, Siliconix incorporated and Vishay Intertechnology,
Inc., filed on February 23, 2001 in the Chancery Court of
the State of Delaware, County of New Castle.
99.10* Complaint titled Mathew Delaney v. Vishay Intertechnology,
Inc., Vishay TEMIC Semiconductor Acquisition Holding Corp.,
Siliconix incorporated, King Owyang, Everett Arndt, Lori
Lipcaman, Michael Rosenberg and Glyndwr Smith, filed on
February 23, 2001 in the Chancery Court of the State of
Delaware, County of New Castle.
99.11* Complaint titled Steven Goldstein v. Siliconix incorporated,
Vishay Intertechnology, Inc., Michael A. Rosenberg, Mark B.
Segall, King Owyang, Everett Arndt, Lori Lipcaman and
Glyndwr Smith, filed on February 23, 2001 in the Chancery
Court of the State of Delaware, County of New Castle.
99.12* Complaint titled Goldplate Investment Partners v. King
Owyang, Everett Arndt, Lori Lipcaman, Michael Rosenberg,
Mark Segall, Glyndwr Smith, Siliconix incorporated and
Vishay Intertechnology, Inc., filed on February 23, 2001 in
the Chancery Court of the State of Delaware, County of New
Castle.
99.13* Complaint titled Barry Feldman v. Michael Rosenberg, Mark B.
Segall, King Owyang, Everett Arndt, Lori Lipcaman, Glyndwr
Smith, Vishay Intertechnology, Inc., and Siliconix
incorporated, filed on February 23, 2001 in the Chancery
Court of the State of Delaware, County of New Castle.
99.14* Complaint titled Robert Mullin v. Vishay Intertechnology,
Inc., Vishay TEMIC Semiconductor Acquisition Holding Corp.,
Siliconix Holding incorporated, King Owyang, Everett Arndt,
Lori Lipcaman, Michael Rosenberg and Glyndwr Smith, filed on
February 23, 2001 in the Chancery Court of the State of
Delaware, County of New Castle.
99.15* Complaint titled Mohammed Yassin V. King Owyang, Everett
Arndt, Lori Lipcaman, Michael Rosenberg, Mark Segall,
Glyndwr Smith, Siliconix incorporated and Vishay
Intertechnology, Inc., filed on February 26, 2001 in the
Chancery Court of the State of Delaware, County of New
Castle.
99.16* Complaint titled Griffin Portfolio Management Corp. v.
Siliconix incorporated, Vishay Intertechnology, Inc.,
Michael Rosenberg, Mark B. Segall, King Owyang Ph.D.,
Everett Arndt, Lori Lipcaman and Glyndwr Smith, filed on
February 27, 2001 in the Chancery Court of the State of
Delaware, County of New Castle.
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
99.17* Complaint titled Jonathan Rex v. King Owyang, Everett Arndt,
Lori Lipcaman, Michael Rosenberg, Mark Segall, Glyndwr
Smith, Vishay Intertechnology, Inc., Felix Zandman, Avi
Eden, Gerald Paul, Richard N. Grubb, Robert A. Freece,
Eliyahu Hurvitz, Edward B. Shils, Luella B. Slaner, Mark I.
Solomon, Jean-Claude-Tine and Does 1 through 100, Inclusive,
filed on February 23, 2001 in the State Court of the State
of California, County of Santa Clara.
99.18* Complaint filed Crandon Capital Partners v. King Owyang,
Everett Arndt, Lori Lipcaman, Michael Rosenberg, Mark
Segall, Glyndwr Smith, Siliconix incorporated and Vishay
Intertechnology, Inc. and Does 1 through 100, Inclusive,
filed on February 27, 2001 in the State Court of the State
of California, County of Santa Clara.
99.19* Complaint titled Raymond L. Fitzgerald v. Vishay
Intertechnology, Inc., Everett Arndt, Lori Lipcaman, King
Owyang, Michael Rosenberg, Mark Segall, Glyndwr Smith and
Siliconix incorporated, filed on March 8, 2001 in the
Chancery Court of the State of Delaware, County of New
Castle.
99.20* Press release of Vishay announcing commencement of the
offer, dated May 25, 2001.
99.21* Verified Amended Complaint titled In Re Siliconix
incorporated Shareholders Litigation, filed on May 31, 2001
in the Chancery Court of the State of Delaware, County of
New Castle.
99.22 Memorandum Opinion In Re Siliconix incorporated Shareholders
Litigation ordered on June 19, 2001 by the Chancery Court of
the State of Delaware, County of New Castle.
99.23 Press Release issued by Vishay on June 21, 2001.
---------------
* Previously filed.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the maximum aggregate offering price
may be reflected in the form of a prospectus filed with the SEC pursuant
to Rule 424(b) under the Securities Act, if in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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71
The Registrant undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The Registrant undertakes that prior to any public offering of the
securities registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), such offering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
The Registrant undertakes that every prospectus: (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Malvern, State of Pennsylvania, on the 21st day
of June, 2001.
VISHAY INTERTECHNOLOGY, INC.
By: /s/ FELIX ZANDMAN
------------------------------------
Felix Zandman
Director, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons on June
21, 2001 in the capacities indicated below.
SIGNATURE TITLE
--------- -----
By: /s/ FELIX ZANDMAN Director, Chairman of the Board and
----------------------------------------- Chief Executive Officer
Felix Zandman (Principal Executive Officer)
By: /s/ AVI D. EDEN Director, Vice-Chairman of the Board,
----------------------------------------- Executive Vice President
Avi D. Eden and General Counsel
By: /s/ GERALD PAUL* Director, President and
----------------------------------------- Chief Operating Officer
Gerald Paul
By: /s/ RICHARD N. GRUBB* Director, Executive Vice President,
----------------------------------------- Treasurer and Chief Financial Officer
Richard N. Grubb (Principal Financial and Accounting Officer)
By: /s/ ROBERT A. FREECE* Director and
----------------------------------------- Senior Vice President
Robert A. Freece
By: /s/ ELIYAHU HURVITZ* Director
-----------------------------------------
Eliyahu Hurvitz
By: /s/ EDWARD B. SHILS* Director
-----------------------------------------
Edward B. Shils
By: /s/ ZIV SHOSHANI* Director
-----------------------------------------
Ziv Shoshani
By: /s/ LUELLA B. SLANER* Director
-----------------------------------------
Luella B. Slaner
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SIGNATURE TITLE
--------- -----
By: /s/ MARK I. SOLOMON* Director
-----------------------------------------
Mark I. Solomon
By: /s/ JEAN-CLAUDE TINE* Director
-----------------------------------------
Jean-Claude Tine
By: /s/ MARC ZANDMAN* Director
-----------------------------------------
Marc Zandman
By: /s/ RUTA ZANDMAN* Director
-----------------------------------------
Ruta Zandman
*By: /s/ AVI D. EDEN
---------------------------------------------------------
Avi D. Eden
Attorney-in-fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
5.1* Opinion of Kramer Levin Naftalis & Frankel LLP regarding the
validity of the Vishay common stock registered hereunder.
8.1* Tax Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1* Consent of Ernst & Young LLP, independent auditors of
Vishay.
23.2* Consent of Ernst & Young LLP, independent auditors of
Siliconix.
23.3* Consent of Kramer Levin Naftalis & Frankel LLP (contained in
Exhibits 5.1 and 8.1).
24.1* Power of Attorney.
99.1* Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter from Vishay TEMIC to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99.4* Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients.
99.5* Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
99.6* Summary Advertisement as published in The Wall Street
Journal on May 25, 2001.
99.7* Request from Vishay TEMIC for stockholder list of Siliconix
incorporated.
99.8* Complaint titled Robert C. Dickenson v. Vishay
Intertechnology Inc., Vishay TEMIC Semiconductor Acquisition
Holding Corp., Siliconix incorporated, King Owyang, Everett
Arndt, Lori Lipcaman, Michael Rosenberg and Glyndwr Smith,
filed on February 23, 2001 in the Chancery Court of the
State of Delaware, County of New Castle.
99.9* Complaint titled Moshe Miller v. King Owyang, Everett Arndt,
Lori Lipcaman, Michael Rosenberg, Mark Segall, Glyndwr
Smith, Siliconix incorporated and Vishay Intertechnology,
Inc., filed on February 23, 2001 in the Chancery Court of
the State of Delaware, County of New Castle.
99.10* Complaint titled Mathew Delaney v. Vishay Intertechnology,
Inc., Vishay TEMIC Semiconductor Acquisition Holding Corp.,
Siliconix incorporated, King Owyang, Everett Arndt, Lori
Lipcaman, Michael Rosenberg and Glyndwr Smith, filed on
February 23, 2001 in the Chancery Court of the State of
Delaware, County of New Castle.
99.11* Complaint titled Steven Goldstein v. Siliconix incorporated,
Vishay Intertechnology, Inc., Michael A. Rosenberg, Mark B.
Segall, King Owyang Ph.D., Everett Arndt, Lori Lipcaman and
Glyndwr Smith, filed on February 23, 2001 in the Chancery
Court of the State of Delaware, County of New Castle.
99.12* Complaint titled Goldplate Investment Partners v. King
Owyang, Everett Arndt, Lori Lipcaman, Michael Rosenberg,
Mark Segall, Glyndwr Smith, Siliconix incorporated and
Vishay Intertechnology, Inc., filed on February 23, 2001 in
the Chancery Court of the State of Delaware, County of New
Castle.
99.13* Complaint titled Barry Feldman v. Michael Rosenberg, Mark B.
Segall, King Owyang, Everett Arndt, Lori Lipcaman, Glyndwr
Smith, Vishay Intertechnology, Inc., and Siliconix
incorporated, filed on February 23, 2001 in the Chancery
Court of the State of Delaware, County of New Castle.
99.14* Complaint titled Robert Mullin v. Vishay Intertechnology,
Inc., Vishay TEMIC Semiconductor Acquisition Holding Corp.,
Siliconix incorporated, King Owyang, Everett Arndt, Lori
Lipcaman, Michael Rosenberg and Glyndwr Smith, filed on
February 23, 2001 in the Chancery Court of the State of
Delaware, County of New Castle.
99.15* Complaint titled Mohammed Yassin V. King Owyang, Everett
Arndt, Lori Lipcaman, Michael Rosenberg, Mark Segall,
Glyndwr Smith, Siliconix incorporated and Vishay
Intertechnology, Inc., filed on February 26, 2001 in the
Chancery Court of the State of Delaware, County of New
Castle.
75
99.16* Complaint titled Griffin Portfolio Management Corp. v.
Siliconix incorporated, Vishay Intertechnology, Inc.,
Michael Rosenberg, Mark B. Segall, King Owyang Ph.D.,
Everett Arndt, Lori Lipcaman and Glyndwr Smith, filed on
February 27, 2001 in the Chancery Court of the State of
Delaware, County of New Castle.
99.17* Complaint titled Jonathan Rex v. King Owyang, Everett Arndt,
Lori Lipcaman, Michael Rosenberg, Mark Segall, Glyndwr
Smith, Vishay Intertechnology, Inc., Felix Zandman, Avi
Eden, Gerald Paul, Richard N. Grubb, Robert A. Freece,
Eliyahu Hurvitz, Edward B. Shils, Luella B. Slaner, Mark I.
Solomon, Jean-Claude-Tine and Does 1 through 100, Inclusive,
filed on February 23, 2001 in the State Court of the State
of California, County of Santa Clara.
99.18* Complaint filed Crandon Capital Partners v. King Owyang,
Everett Arndt, Lori Lipcaman, Michael Rosenberg, Mark
Segall, Glyndwr Smith, Siliconix incorporated and Vishay
Intertechnology, Inc. and Does 1 through 100, Inclusive,
filed on February 27, 2001 in the State Court of the State
of California, County of Santa Clara.
99.19* Complaint titled Raymond L. Fitzgerald v. Vishay
Intertechnology, Inc., Everett Arndt, Lori Lipcaman, King
Owyang, Michael Rosenberg, Mark Segall, Glyndwr Smith and
Siliconix incorporated, filed on March 8, 2001 in the
Chancery Court of the State of Delaware, County of New
Castle.
99.20* Press release of Vishay announcing commencement of the
offer, dated May 25, 2001.
99.21* Verified Amended Complaint titled In Re Siliconix
incorporated Shareholders Litigation, filed on May 31, 2001
in the Chancery Court of the State of Delaware, County of
New Castle.
99.22 Memorandum Opinion In Re Siliconix incorporated Shareholders
Litigation ordered on June 19, 2001 by the Chancery Court of
the State of Delaware, County of New Castle.
99.23 Press Release issued by Vishay on June 21, 2001.
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* Previously filed.