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8-K - FORM 8-K - VISHAY INTERTECHNOLOGY INC | y91302e8vk.htm |
EX-4.1 - EX-4.1 - VISHAY INTERTECHNOLOGY INC | y91302exv4w1.htm |
Exhibit 99.1
Vishay Intertechnology Closes Offering of $150 Million of 2.25% Convertible Senior Debentures
MALVERN, PA May 13, 2011 Vishay Intertechnology, Inc. (NYSE: VSH) today announced the closing
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.
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, 2011, 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 used the net proceeds from this offering, together with cash on hand, to repurchase
approximately 8.62 million shares of Vishays common stock for an aggregate purchase price of
$150 million.
At the direction of its Board of Directors, Vishay intends, upon conversion, to repay the principal
amount of the debentures in cash and settle any additional amounts in shares.
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, market conditions, potential fluctuations in Vishays stock price, and other risks described in
Vishays Annual Report on Form 10-K for the year ended December 31,
2010. 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