Vishay Intertechnology and General Semiconductor Announce Merger Agreement

July 31, 2001 by Jeff Shepard

Vishay Intertechnology Inc. (Malvern, PA) and General Semiconductor Inc. (Melville, NY) announced that they have entered into a definitive merger agreement under which Vishay will acquire General Semiconductor in a tax-free, all-stock transaction 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.

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."

Ronald 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 up-front 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 2001.