Filer: Vishay Intertechnology, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: General Semiconductor, Inc
NEWS RELEASE
Contact: Richard N. Grubb,
Executive Vice President and
Chief Financial Officer or
Robert A. Freece, Senior Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY TO ACQUIRE GENERAL SEMICONDUCTOR FOR STOCK
VALUED AT $13.54 PER SHARE IN ACCRETIVE, TAX-FREE TRANSACTION
MALVERN, PA, and MELVILLE, NY, - August 1, 2001 - Vishay
Intertechnology, Inc. (NYSE:VSH) and General Semiconductor, Inc. (NYSE:SEM)
today announced they have entered into a definitive merger agreement under which
Vishay will acquire General Semiconductor, a leading manufacturer of power
management devices, in a tax-free, all-stock transaction currently valued at
$538.9 million plus $229.4 million of assumed debt. Shareholders of General
Semiconductor will receive 0.563 shares of Vishay for each General Semiconductor
share, valuing the transaction at $13.54 per General Semiconductor share based
on Vishay's closing price yesterday.
The addition of complementary General Semiconductor products to Vishay's
existing product line will create the premier line of discrete electronic
components and position the combined company to meet a broader range of customer
needs while enhancing R&D efforts focused on leading-edge power management
products. The transaction is expected to be immediately accretive to Vishay's
earnings and yield significant operational synergies and cost savings, expected
to exceed $50 million annually when fully realized. Vishay will have a strong
balance sheet with virtually no net debt, creating a platform for further
strategic initiatives.
Dr. Felix Zandman, Chairman and CEO of Vishay, said, "The agreement with General
Semiconductor is an outstanding strategic transaction which will clearly benefit
both companies and their respective shareholders and customers. We have
complementary product lines, opportunities for substantial savings and greater
efficiencies, and the balance sheet to continue to expand opportunistically
during the current industry downturn. General Semiconductor has many outstanding
products and talented employees, and some of the finest chip designers in our
industry. We are pleased to welcome them to the Vishay family."
Zandman added, "Consolidation is necessary in our industry, and Vishay is well
positioned to remain at the forefront of this trend, building on the Infineon
and General Semiconductor transactions. Adding General Semiconductor's strong
reputation and market presence to Vishay will create an ideal platform for
further growth, both organically and through acquisition, in the semiconductor
component market."
Ronald A. Ostertag, Chairman and CEO of General Semiconductor, who will join the
Vishay Board of Directors upon closing, said, "This is a great transaction for
General Semiconductor, with a substantial upfront premium and opportunities for
shareholders, customers and many of our employees to participate in the
significant upside we see in the combined company. We're delighted to have found
a partner who shares our strategic view, will diversify our product offerings,
and has the financial strength to accelerate development of our new power
management products, particularly in the MOSFET area. We will come out of this
transaction a much stronger company, now able to capitalize on the current
difficult environment and position ourselves for significant growth in the
future."
The transaction is subject to regulatory and shareholder approvals and
other customary closing conditions. It is expected to close in the fourth
quarter of this year.
Vishay, a Fortune 1,000 Company with year 2000 sales of $2.5 billion, is the
largest U.S. and European manufacturer of passive electronic components
(resistors, capacitors, inductors) and a major producer of discrete
semiconductors (diodes, optoelectronics, transistors), IrDCs (infrared
communication devices), and power and analog switching integrated circuits. The
Company's components can be found in products manufactured in a very broad range
of industries worldwide. With headquarters in Malvern, Pennsylvania, Vishay
employs over 18,000 people in 66 plants 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
http://www.vishay.com.
General Semiconductor, Inc. is a leader in the design, manufacture and
distribution of semiconductors serving the power management market. The Company
provides customers with a broad array of products including rectifiers,
transient voltage suppressors, small-signal transistors, diodes, MOSFETs and
Analog ICs. Its global customer base includes original equipment manufacturers,
electronic distributors and contract equipment manufacturers. Key market
segments for its products include automotive, computer, consumer and
telecommunications.
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
General Semiconductor 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 General Semiconductor'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 General
Semiconductor operate. For a detailed discussion of these and other cautionary
statements, please refer to General Semiconductor's and Vishay's filings with
the Securities and Exchange Commission.
Additional Information and Where to Find it
In connection with the proposed merger, Vishay and General Semiconductor will
file a joint proxy statement/prospectus with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement/prospectus (when available) and other documents filed
by Vishay and General Semiconductor with the Commission at the Commission's web
site at http://www.sec.gov. Free copies of the joint proxy statement/prospectus,
once available, and each company's other filings with the Commission may also be
obtained from the respective companies. Free copies of Vishay's filings may be
obtained by directing a request to Vishay Investor Relations at (610) 644-1300.
Free copies of General Semiconductor's filings may be obtained by directing a
request to General Semiconductor Investor Relations at (631) 847-3000.
Participants in the Solicitation
Vishay, General Semiconductor and certain of their respective directors,
executive officers and other members of their management and employees may be
considered to be soliciting proxies from their respective stockholders in favor
of the merger. Information concerning persons who may be considered participants
in the solicitation of Vishay's stockholders under the rules of the Commission
is set forth in the Proxy Statement for the 2001 Annual Meeting of Vishay
Stockholders filed by Vishay with the Commission on April 23, 2001, and
information concerning persons who may be considered participants in the
solicitation of General Semiconductor's stockholders under the rules of the
Commission is set forth in the Proxy Statement for the 2001 Annual Meeting of
General Semiconductor Stockholders filed by General Semiconductor with the
Commission on March 16, 2001.
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