Filer: Vishay Intertechnology, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: General Semiconductor Inc.
Commission File No. 001-05442
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief
Financial
Officer or Robert A. Freece
Senior Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY PROPOSES TO ACQUIRE GENERAL SEMICONDUCTOR
MALVERN, PENNSYLVANIA - April 2, 2001 - 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 are: 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.
###
The foregoing is a proposal which has not been agreed to by General
Semiconductor and is subject to the conditions described above. If Vishay
proceeds with the proposed transaction, it will file appropriate disclosure
materials with the Securities and Exchange Commission. General Semiconductor may
also be required to file documentation with the SEC. Investors and security
holders are advised to read this documentation, when and if it becomes
available, because this documentation will contain important information.
Investors and security holders may obtain a free copy of this documentation
(when and if available) and other documents filed by Vishay and General
Semiconductor with the SEC at the SEC's website at www.sec.gov. The transaction
documentation, if and when it is filed, and other documents of Vishay may also
be obtained from Vishay upon request by directing such request to Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2121,
tel.: (610) 644-1300, Attention: Corporate Secretary.