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Vishay Intertechnology to Acquire Capella Microsystems, a Fabless IC Design Company
|By Business Wire
|July 11, 2014 08:04 AM EDT
Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest
manufacturers of discrete semiconductors and passive electronic
components, today entered into an agreement to acquire Taiwan based
Capella Microsystems Inc. (GreTai Securities Market: 3582) for
approximately NT$6,051 million or US$205 million. Capella is a fabless
IC design company specializing in optoelectronic products.
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. If a majority, but less than 100
percent, of the outstanding shares are tendered, Vishay will complete
the acquisition of Capella by merger according to the Agreement and Plan
of Merger executed today with Capella. The period to tender outstanding
shares begins on July 14, 2014 and ends on September 1, 2014, but could
be extended pursuant to local regulations. If a majority of the
outstanding shares are tendered, the tender offer is expected to close
in September 2014 followed by Vishay’s acquisition of 100 percent of
Capella in a merger by the end of January 2015. Capella's board approved
the acquisition agreement, and senior management and a majority of the
members of the board of Capella other than independent directors have
entered into agreements to tender their shares in the tender offer. The
closing of the tender offer and merger are subject to customary closing
conditions, including obtaining all necessary governmental approvals and
“We are excited to announce this deal with Capella, a leading IC design
company for optical sensors,” said Marc Zandman, Vishay’s Executive
Chairman and Chief Business Development Officer. “Capella’s strong
market position for optical sensors complements Vishay’s current
capabilities in this field very well. The acquisition fits perfectly our
strategy of supplementing our organic Growth Plan through targeted
“Capella will add crucial technological capabilities to our successful
and growing opto business that we do not have in-house,” stated Dr.
Gerald Paul, Vishay’s President and Chief Executive Officer. “It will
considerably strengthen Vishay’s position in the fast growing market for
optical sensors and significantly reduce our time to market for these
products. We are confident that as part of Vishay Capella will be able
to extend its deep customer reach to other market segments.”
Pepper Hamilton LLP and Lee & Li, Attorneys-at-Law, acted as legal
counsel to Vishay. Oppenheimer & Co. acted as exclusive financial
advisor and Jones Day acted as legal counsel to Capella.
Vishay Intertechnology, Inc., a Fortune 1000 Company listed on the NYSE
(VSH), is one of the world's largest manufacturers of discrete
semiconductors (diodes, MOSFETs, and infrared optoelectronics) and
passive electronic components (resistors, inductors, and capacitors).
These components are used in virtually all types of electronic devices
and equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, power supplies, and medical
markets. Vishay’s product innovations, successful acquisition strategy,
and "one-stop shop" service have made it a global industry leader.
Vishay can be found on the Internet at http://www.vishay.com.
About Capella Microsystems
Capella Microsystems, Inc. is a fabless IC design company which
specializes in optical electronic related products. Capella designs a
broad line of high performance integrated circuits. Applications of
Capella's products include telecommunications, mobile phones,
Smartphone, handheld devices, digital cameras, laptops, desktop
computers, LED backlighting, office automation equipment, household
electrical appliance and automotive electronics. The Company's principal
product categories include ambient light sensor, IrDA, optical encoder,
PDIC, proximity sensor, color sensor and UV sensor.
Statements contained herein that relate to the Company's planned
acquisition of the outstanding shares of Capella, including statements
with respect to the timing of the transaction, are forward-looking
statements within the safe harbor provisions of Private Securities
Litigation Reform Act of 1995. Words such as believe, estimate, will be,
will, would, expect, anticipate, plan, project, intend, could, should,
or other similar words or expressions often identify forward-looking
statements. Such statements are based on current expectations only, and
are subject to certain risks, uncertainties and assumptions, many of
which are beyond our control. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results, performance, or achievements may vary
materially from those anticipated, estimated or projected. Among the
factors that could cause actual results to materially differ include:
general business and economic conditions, particularly the pace and
continuation of recovery in the worldwide economy; uncertainty related
to the effects of changes in foreign currency exchange rates;
competition and technological changes in our industries; difficulties in
new product development; difficulties in consummating the acquisition of
Capella on terms which we consider acceptable including required
regulatory approvals, and integration and performance of Capella; and
other factors affecting our operations that are set forth in our filings
with the Securities and Exchange Commission, including our annual
reports on Form 10-K and our quarterly reports on Form 10-Q. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
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