Vishay Proposes to Acquire General Semiconductor

Apr 02, 2001, 01:00 ET from Vishay Intertechnology, Inc.

       MALVERN, Pa., April 2 /PRNewswire/ -- Dr. Felix Zandman, Chairman of the
 Board and C.E.O. of Vishay Intertechnology, Inc. (NYSE:   VSH), announced today
 that in a letter to Ronald A. Ostertag, Chairman of the Board, President and
 C.E.O., of General Semiconductor (NYSE:   SEM) Vishay has proposed to acquire
 General Semiconductor through a stock swap of one newly issued Vishay share
 for two outstanding General Semiconductor shares.
     The letter highlighted potential benefits of the combination to the
 stockholders of both General Semiconductor and Vishay especially in the light
 of the deteriorating outlook for the electronics component segment.  "In the
 current environment," the letter said, "all industry participants will need to
 move aggressively to cut costs and to work creatively to preserve revenues.
 The complementary nature of our product lines should result in substantial
 operational and marketing synergies and provide natural opportunities for cost
 savings."
     The letter continued:  "Vishay's strong balance sheet coupled with General
 Semiconductor's reputation and market presence should create an ideal platform
 for growth through acquisitions in the semiconductor component market.  Now
 may be a particularly opportune time to pursue such acquisitions, when adverse
 market conditions favor companies able to take the longer term perspective."
     "Shareholders of both companies, but particularly of General
 Semiconductor, will benefit from being a part of a larger and more diverse
 enterprise that will have product offerings covering the full spectrum of
 active and passive electronic components," the letter said.
     The letter concluded by stating that, although a stock for stock
 transaction would seem to be most sensible for General Semiconductor
 stockholders in the current environment, Vishay would be prepared to discuss a
 transaction with a cash alternative, either in whole or in part.  Vishay's
 proposal is subject to customary conditions including diligence and regulatory
 approval.
 
        Vishay, a Fortune 1,000 Company with annual sales of $2.5 billion, is the
 largest U.S. and European manufacturer of passive electronic components
 (resistors, capacitors, inductors) and a major producer of discrete
 semiconductors (diodes, optoelectronics, transistors), IRDCs (infrared
 communication devices), and power and analog switching integrated circuits.
 The Company's components are vital to electronic operations and can be found
 in products manufactured in a very broad range of industries worldwide.  With
 headquarters in Malvern, Pennsylvania, Vishay employs over 20,000 people in
 60 plants in the U.S., Mexico, Germany, Austria, the United Kingdom, France,
 Portugal, the Czech Republic, Hungary, Israel, Taiwan (ROC), China and the
 Philippines.  Vishay can be found on the Internet at http://www.vishay.com .
 
     Statements contained herein that relate to the Company's future
 performance, including, without limitation, statements with respect to the
 Company's anticipated results of operations or level of business for 2001 or
 any other future period, including synergies and cost savings, are
 forward-looking statements within safe harbor provisions of the Private
 Securities Litigation Reform Act of 1995.  Such statements are based on
 current expectations only, and are subject to certain risks, uncertainties and
 assumptions.  Should one or more of these risks or uncertainties materialize,
 or should underlying assumptions prove incorrect, actual results may vary
 materially from those anticipated, estimated or projected.  Among the factors
 that could cause actual results to materially differ include:  changes in the
 demand for, or in the mix of the Company's products and services; recessionary
 trends in general or in the specific areas where the Company sells the bulk of
 its products; competitive pricing and other competitive pressures;
 cancellation of a material portion of the orders in the Company's backlog;
 difficulties in expansion and/or new product development, including capacity
 constraints and skilled personnel shortages; drops in average sales prices;
 changes in laws, including trade restrictions or prohibitions and the
 cancellation or reduction of government grants, tax benefits or other
 incentives; currency exchange rate fluctuations; labor unrest or strikes;
 underutilization of plants and factories in high labor cost regions and
 capacity constraints in low labor cost regions; difficulties in obtaining
 items needed for the production of the Company's products; quality deviations
 in raw materials; significant price increases in, or the inability to obtain
 adequate supplies of, tantalum or palladium; the availability of acquisition
 opportunities on terms considered reasonable by the Company; and such other
 factors affecting the Company's operations, markets, products, services and
 prices as are set forth in its December 31, 2000 Report on Form 10-K filed
 with the Securities and Exchange Commission.  The Company undertakes no
 obligation to publicly update or revise any forward-looking statements,
 whether as a result of new information, future events or otherwise.
 
 

SOURCE Vishay Intertechnology, Inc.
       MALVERN, Pa., April 2 /PRNewswire/ -- Dr. Felix Zandman, Chairman of the
 Board and C.E.O. of Vishay Intertechnology, Inc. (NYSE:   VSH), announced today
 that in a letter to Ronald A. Ostertag, Chairman of the Board, President and
 C.E.O., of General Semiconductor (NYSE:   SEM) Vishay has proposed to acquire
 General Semiconductor through a stock swap of one newly issued Vishay share
 for two outstanding General Semiconductor shares.
     The letter highlighted potential benefits of the combination to the
 stockholders of both General Semiconductor and Vishay especially in the light
 of the deteriorating outlook for the electronics component segment.  "In the
 current environment," the letter said, "all industry participants will need to
 move aggressively to cut costs and to work creatively to preserve revenues.
 The complementary nature of our product lines should result in substantial
 operational and marketing synergies and provide natural opportunities for cost
 savings."
     The letter continued:  "Vishay's strong balance sheet coupled with General
 Semiconductor's reputation and market presence should create an ideal platform
 for growth through acquisitions in the semiconductor component market.  Now
 may be a particularly opportune time to pursue such acquisitions, when adverse
 market conditions favor companies able to take the longer term perspective."
     "Shareholders of both companies, but particularly of General
 Semiconductor, will benefit from being a part of a larger and more diverse
 enterprise that will have product offerings covering the full spectrum of
 active and passive electronic components," the letter said.
     The letter concluded by stating that, although a stock for stock
 transaction would seem to be most sensible for General Semiconductor
 stockholders in the current environment, Vishay would be prepared to discuss a
 transaction with a cash alternative, either in whole or in part.  Vishay's
 proposal is subject to customary conditions including diligence and regulatory
 approval.
 
        Vishay, a Fortune 1,000 Company with annual sales of $2.5 billion, is the
 largest U.S. and European manufacturer of passive electronic components
 (resistors, capacitors, inductors) and a major producer of discrete
 semiconductors (diodes, optoelectronics, transistors), IRDCs (infrared
 communication devices), and power and analog switching integrated circuits.
 The Company's components are vital to electronic operations and can be found
 in products manufactured in a very broad range of industries worldwide.  With
 headquarters in Malvern, Pennsylvania, Vishay employs over 20,000 people in
 60 plants in the U.S., Mexico, Germany, Austria, the United Kingdom, France,
 Portugal, the Czech Republic, Hungary, Israel, Taiwan (ROC), China and the
 Philippines.  Vishay can be found on the Internet at http://www.vishay.com .
 
     Statements contained herein that relate to the Company's future
 performance, including, without limitation, statements with respect to the
 Company's anticipated results of operations or level of business for 2001 or
 any other future period, including synergies and cost savings, are
 forward-looking statements within safe harbor provisions of the Private
 Securities Litigation Reform Act of 1995.  Such statements are based on
 current expectations only, and are subject to certain risks, uncertainties and
 assumptions.  Should one or more of these risks or uncertainties materialize,
 or should underlying assumptions prove incorrect, actual results may vary
 materially from those anticipated, estimated or projected.  Among the factors
 that could cause actual results to materially differ include:  changes in the
 demand for, or in the mix of the Company's products and services; recessionary
 trends in general or in the specific areas where the Company sells the bulk of
 its products; competitive pricing and other competitive pressures;
 cancellation of a material portion of the orders in the Company's backlog;
 difficulties in expansion and/or new product development, including capacity
 constraints and skilled personnel shortages; drops in average sales prices;
 changes in laws, including trade restrictions or prohibitions and the
 cancellation or reduction of government grants, tax benefits or other
 incentives; currency exchange rate fluctuations; labor unrest or strikes;
 underutilization of plants and factories in high labor cost regions and
 capacity constraints in low labor cost regions; difficulties in obtaining
 items needed for the production of the Company's products; quality deviations
 in raw materials; significant price increases in, or the inability to obtain
 adequate supplies of, tantalum or palladium; the availability of acquisition
 opportunities on terms considered reasonable by the Company; and such other
 factors affecting the Company's operations, markets, products, services and
 prices as are set forth in its December 31, 2000 Report on Form 10-K filed
 with the Securities and Exchange Commission.  The Company undertakes no
 obligation to publicly update or revise any forward-looking statements,
 whether as a result of new information, future events or otherwise.
 
 SOURCE  Vishay Intertechnology, Inc.

RELATED LINKS

http://www.vishay.com