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July 17, 2014
16:32 EDTVSHVishay: Capella Microsystems board recommends shareholders tender shares
Vishay Intertechnology announced that the board of Taiwan-based Capella Microsystems, which Vishay intends to acquire, has determined that the price per share offered by Vishay in a tender offer is reasonable and has recommended that shareholders of Capella tender their shares. A special offer review committee of Capella separately has made the same determination and recommendation. On July 11, Vishay entered into an agreement to acquire Capella for approximately NT$6,051M or US$205M. Vishay intends to acquire Capella first through a tender offer of up to 100 percent of Capella’s outstanding shares at a price of NT$139 per share. The tender offer is conditioned upon at least a majority of the outstanding shares being tendered. The period to tender outstanding shares ends on September 1, but could be extended pursuant to local regulations. If a majority of the outstanding shares are tendered and the government approvals are obtained, the tender offer is expected to close in September 2014 followed by Vishay’s acquisition of 100% of Capella in a merger by the end of January 2015. In 2013, Capella had revenues of NT$1,873M or approximately US$63 million achieving gross margins in the high 40%s and EBITDA of approximately US$19M; cash and cash equivalents were approximately US$60M without any long-term debt.
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September 9, 2014
08:36 EDTVSHVishay acquires 88.95% Taiwan-based Capella outstanding shares
Vishay announced that it has acquired 88.95% of the outstanding shares of Taiwan-based Capella Microsystems, pursuant to its previously announced tender offer. A total of 38,703,705 shares of Capella or 88.95% of outstanding shares were tendered and accepted by Vishay. The offer period expired on September 1. Pursuant to the terms of the tender offer, on September 9, Vishay paid NT$139 for each share tendered. The aggregate purchase price was approximately $180M. Vishay funded the acquisition mostly with cash on-hand, and borrowed $53M on its revolving credit facility to achieve future flexibility given the legal entity and financial structure utilized for the acquisition. It is estimated that, as of August 31, Capella had cash and cash equivalents of approximately $50M and no long-term debt. Capella will be included in Vishay’s consolidated financial statements for the period subsequent to acquisition, with the net earnings attributable to the 11.05% non-controlling interest excluded from net earnings attributable to Vishay stockholders until Vishay acquires the remaining outstanding shares of Capella. Capella is expected to contribute approximately $2M to Vishay’s revenues for Q3 . The earnings per share impact of the Capella acquisition on Q3 is not expected to be significant. The company will provide guidance on the expected contribution of Capella for the fourth quarter of 2014 during its regular Q3 earnings conference call. Annual amortization of identifiable intangible assets is expected to be in excess of $10M.

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