Vishay Intertechnology Prices Offering of $150 Million of 2.25% Convertible Senior Debentures
MALVERN, PA May 9, 2011 Vishay Intertechnology, Inc. (NYSE: VSH) today announced the pricing
of its offering of $150 million principal amount of 2.25% convertible senior debentures due 2041.
The debentures were offered and sold only to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended. The sale is expected to close May 13, 2011.
Interest will be payable on the debentures semi-annually at a rate of 2.25% per annum. In addition
to ordinary interest, beginning on May 15, 2021, contingent interest will accrue in certain
circumstances relating to the trading price of the debentures and under certain other
circumstances. The debentures will be initially convertible, subject to certain conditions, into
cash, shares of Vishays common stock or a combination thereof, at Vishays option, at an initial
conversion rate of 52.5659 shares of common stock per $1,000 principal amount of debentures. This
represents an initial effective conversion price of approximately $19.02 per share. This initial
conversion price represents a premium of 12.5% to the closing price of Vishays common stock on May
9, which was $16.91 per share.
Vishay may not redeem the debentures prior to May 20, 2021, except in connection with certain
tax-related events. On or after May 20, 2021 and prior to the maturity date, Vishay may redeem for
cash all or part of the debentures at a redemption price equal to 100% of the principal amount of
the debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, if the last reported sale price of Vishays common stock has been at least 150% of the
conversion price then in effect for at least 20 trading days during any 30 consecutive trading day
period prior to the date on which Vishay provides notice of redemption.
Vishay intends to use the net proceeds from this offering, together with cash on hand, to
repurchase shares of its common stock for an aggregate purchase price of $150 million as follows:
||Approximately $100 million to repurchase shares of Vishays common stock through the
initial purchaser or its affiliate which, acting as Vishays agent, will purchase shares of
Vishays common stock from institutional investors in negotiated transactions concurrently
with the pricing of this offering. Such repurchases may raise or maintain the market price
of Vishays common stock above levels that would otherwise prevail or prevent or slow a
decline in the market price of Vishays common stock; and
||Approximately $50 million to repurchase additional shares of Vishays common stock
through an agreement with an affiliate of the initial purchaser concurrently with the
pricing of this offering. Pursuant to the terms of such repurchase, concurrent with the
closing of this offering, the counterparty to such agreement will sell short to us shares
of Vishays common stock. As a result of such short sale, concurrently with, and for a
period of time following, the pricing of the debentures, Vishay expects the counterparty to
such agreement (or an affiliate thereof) to purchase shares of Vishays common stock from
third parties and/or enter into various derivative transactions with respect to Vishays
common stock. The effect, if any, of any of these transactions and activities on the market
price of Vishays common stock and/or the debentures will depend in part on market
conditions and cannot be ascertained at this time, but any of these activities could have
the effect of increasing or preventing a decline in the price of Vishays common stock and
the debentures, concurrently with the pricing of the debentures and for a period of time
following such pricing.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these
securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful. The debentures have not been, and will not be, registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This press release contains certain forward-looking statements that are subject to known and
unknown risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements. Such risks and uncertainties include, but are not limited
to, whether or not Vishay consummates the offering and the fact that the anticipated use of the
proceeds of the offering could change as a result of market conditions or for other reasons. Vishay
does not undertake any obligation to update any forward-looking statements to reflect events or
circumstances occurring after the date of this press release.
Vishay Intertechnology, Inc.
Dr. Lior Yahalomi
Executive Vice President Chief Financial Officer