Filer: Vishay Intertechnology, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Siliconix incorporated
Registration No. 333-61740
NEWS RELEASE
Contact:
Infineon Technologies AG
Ralph Heinrich, +49 89/234-22404 (Media
Relations) ralph.heinrich@infineon.com
Chris Goodhart, +1 408 501 6389 (USA)
chris.goodhart@infineon.com
Kaye Lim, ++65 8400 689 (Asia)
kaye.lim@infineon.com
Investor Relations, +49 89 234 26655
investor.relations@infineon.com
or
Richard N. Grubb,
+1 610 644 1300
FOR IMMEDIATE RELEASE
Vishay will acquire Infineon's infrared components business -- Infineon
focuses on core business -- Vishay expands market position
MUNICH, Germany & MALVERN, Penn.--June 28, 2001--Vishay Intertechnology
Inc., Malvern, Pennsylvania (NYSE: VSH), and Infineon Technologies AG, Munich
(FSE/NYSE: IFX), today announced that Vishay will acquire Infineon's entire
infrared components business with worldwide headquarters in San Jose,
California, for approximately US$ 120 million. Under the terms of the respective
agreement Vishay will take over Infineon's development, marketing and
distribution activities in San Jose and its production facility in Malaysia. A
total workforce of approximately 1,200 is currently employed within this
business. In fiscal year 2000 Infineon's infrared components business posted
revenues of US$ 133 million. Subject to governmental approvals including the
anti-trust authorities, the sale is expected to be completed by end of July
2001.
The ownership of the production facility will be transfered in two steps
in order to guarantee a smooth transition. In the first stage, Vishay will own
19 percent of Infineon Technologies Krubong Shd., the newly founded production
joint venture in Malaysia, while Infineon will own 81 percent of the shares. The
remaining shares of the production facility are expected to be transferred to
Vishay during the year 2002.
`This divestiture is another important step to streamline our
communications portfolio. With the sale of the infrared components business and
the sale of our consumer electronics to Micronas last November, we have
completed our plan to concentrate our wireline activities for the present and
will continue to expand our strategic core activities in the field of local area
networks (LAN) and wide area networks (WAN) as well as in network access,''
explained Dr. Ulrich Schumacher, President and CEO of Infineon. ``In Vishay, we
have found an excellent partner with a mutual interest in securing the future of
the successful and profitable infrared components business.''
Dr. Felix Zandman, Chairman and CEO of Vishay stated: ``This acquisition
will enable Vishay to significantly strengthen its current position in
Optoelectronics and specifically in the growing Infrared Components portion of
that market.''
Supporting the telecommunications and industrial markets, infrared
components are used primarily as optical interfaces in a broad array of
electronic devices including PCs, cell phones, PDAs, industrial automation
systems, set-top boxes, voice/data switching and data transmission equipment.
The products included in the acquisition are optocouplers and solid-state
relays, IrDT (Infrared Data Transmission) modules, DAA (Data Access
Arrangements) kits and custom opto modules.
About Vishay
Vishay, a Fortune 1,000 Company with year 2000 sales of US$ 2.5
billion, is the largest U.S. and European manufacturer of passive electronic
components (resistors, capacitors, inductors) and a major producer of
discrete semiconductors (diodes, optoelectronics, transistors), IrCDs
(infrared communication devices), and power and analog switching integrated
circuits. The Company's components can be found in products manufactured in a
very broad range of industries worldwide. With headquarters in Malvern,
Pennsylvania, Vishay employs over 20,000 people in 66 facilities in the U.S.,
Mexico, Germany, Austria, the United Kingdom, France, Portugal, the Czech
Republic, Hungary, Israel, Taiwan, China and the Philippines. Vishay can be
found on the Internet at www.vishay.com.
About Infineon
Infineon Technologies AG, Munich, Germany, offers semiconductor and
system solutions for applications in the wired and wireless communications
markets, for security systems and smartcards, for the automotive and
industrial sectors, as well as memory products.
With a global presence, Infineon operates in the US from San Jose, CA, in the
Asia-Pacific region from Singapore and in Japan from Tokyo. In the fiscal year
2000 (ending September), the company achieved sales of Euro 7.28 billion with
about 29,000 employees worldwide. Infineon is listed on the DAX index of the
Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol:
IFX). Further information is available at www.infineon.com.
This press release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events. These statements and all other statements that are not historical
facts, are subject to factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future performance
and are subject to a number of uncertainties and other factors, many of which
are outside the control of Infineon and Vishay. The forward-looking
statements in this release address a variety of subjects including, for
example, the expected closing of the acquisition and the potential benefits
of the acquisition. The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: the integration of Vishay's and Infineon's business; costs
associated with the acquisition; the successful completion of the
acquisition; including applicable regulatory requirements relating to the
transaction; increased competition and technological changes in the
industries in which Vishay and Infineon operate. For a detailed discussion of
these and other cautionary statements, please, refer to Infineon's filings
with the Securities and Exchange Commission.
# # # # # # #
Rule 425 Information
Vishay has made an offer to exchange shares of its common stock for
shares of common stock of Siliconix incorporated. The offer will expire at
5:00 p.m., New York City time, on Friday, June 29, 2001 unless extended.
Siliconix stockholders are advised to read the registration statement on Form
S-4, the Schedule TO, and other documents relating to the exchange offer
filed by Vishay with the Securities and Exchange Commission. Siliconix
stockholders are also urged to read the related solicitation/recommendation
statement on Schedule 14D-9 filed by Siliconix file regarding the offer.
Investors may obtain a free copy of these documents and other documents filed
by Vishay and Siliconix with the SEC at the SEC's web site at www.sec.gov.
Documents may also be obtained from Vishay by directing requests to Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2120,
tel: (610) 644-1300.