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8-K - FORM 8-K - VISHAY INTERTECHNOLOGY INC | y91223e8vk.htm |
Exhibit 99.1
Vishay Intertechnology to Offer $150 Million of Convertible Senior Debentures
MALVERN, PA May 9, 2011 Vishay Intertechnology, Inc. (NYSE: VSH) today announced its
intention to commence an offering, subject to market conditions and other factors, of $150 million
principal amount of convertible senior debentures. The debentures would be due in 2041 and are to
be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. The interest rate, conversion rate and the other terms will be
determined by negotiations between Vishay and the initial purchaser of the debentures.
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:
| 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 our common stock above levels that would otherwise prevail or prevent or slow a decline in the market price of Vishays common stock; and | ||
| 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.
Forward-Looking Statements
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 will offer the debentures or consummate the offering, the anticipated
terms of the debentures and the offering, and the anticipated use of the proceeds of the offering.
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.
CONTACT:
Vishay Intertechnology, Inc.
Dr. Lior Yahalomi
Executive Vice President Chief Financial Officer
(610) 644-1300
Vishay Intertechnology, Inc.
Dr. Lior Yahalomi
Executive Vice President Chief Financial Officer
(610) 644-1300