-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MkDIojrmdEU4tXQO6/mA+/qcZA7Vq2ybM8cybfJd8pHpIncK71NDSz2VUk57am+n 1t7NCc9ooPlz4G1Mcq4WXA== 0001275287-06-005651.txt : 20061101 0001275287-06-005651.hdr.sgml : 20061101 20061101153027 ACCESSION NUMBER: 0001275287-06-005651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061101 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07416 FILM NUMBER: 061178745 BUSINESS ADDRESS: STREET 1: 63 LINCOLN HWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LINCOLN HIGHWAY CITY: MALVERN STATE: PA ZIP: 19355 8-K 1 vi7725.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 1, 2006 VISHAY INTERTECHNOLOGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7416 38-1686453 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 63 Lancaster Avenue Malvern, PA 19355 19355-2143 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 610-644-1300 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 7.01 - Regulation FD Disclosure On November 1, 2006, Vishay Intertechnology, Inc. issued press releases announcing that it had reached an agreement to acquire International Rectifier Corporation's Power Control Systems business for approximately $290 million in cash. The agreement is subject to customary closing conditions, including obtaining all necessary governmental approvals and clearances, and finalization of certain documentation. Signing of definitive agreements is expected to take place by Friday, November 10, 2006, and the transaction is expected to close in February 2007. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this report. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description - ----------- ---------------------------------------------------------- 99.1 Joint Vishay / International Rectifier press release dated November 1, 2006 99.2 Vishay press release dated November 1, 2006 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 1, 2006 VISHAY INTERTECHNOLOGY, INC. By: /s/ Richard N. Grubb ----------------------------- Name: Richard N. Grubb Title: Executive Vice President and Chief Financial Officer EX-99.1 2 vi7725ex991.txt EXHIBIT 99.1 Exhibit 99.1 VISHAY AND INTERNATIONAL RECTIFIER ANNOUNCE AGREEMENT FOR THE SALE OF IR'S POWER CONTROL SYSTEMS BUSINESS MALVERN, Pa. and EL SEGUNDO, Calif., Nov. 1 /PRNewswire-FirstCall/ -- Vishay Intertechnology, Inc. (NYSE: VSH) and International Rectifier Corporation (IR) (NYSE: IRF) today announced they have reached an agreement for the sale of IR's Power Control Systems (PCS) business to Vishay. The PCS business includes IR's Non-Focus Products business and certain product revenue from its Focus Products business, including certain discrete planar MOSFETs, discrete diodes and rectifiers, discrete thyristors, and automotive modules and assemblies. The PCS business accounted for revenue of approximately $300 million, or 26% of revenues in IR's June-ending fiscal year 2006. The PCS business is expected to be sold for approximately $290 million in cash. The agreement is subject to customary closing conditions, including obtaining all necessary governmental approvals and clearances, and finalization of certain documentation. Signing of definitive agreements is expected to take place by Friday, November 10, 2006, and the transaction is expected to close in February 2007. For Vishay, the acquisition extends its product offering in discrete semiconductors and modules, while enhancing its strong position as one of the industry's largest manufacturers of discrete semiconductors and passive components. Furthermore, this acquisition will provide Vishay with synergies in the area of modules by combining Vishay components with the product lines to be acquired from International Rectifier. This divestiture enables International Rectifier to concentrate more fully its resources and assets on its Focus Products business, which includes high-performance analog, digital, and mixed-signal ICs, and other advanced power management products. About Vishay Intertechnology Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. Its product innovations, successful acquisition strategy, and ability to provide "one-stop shop" service have made Vishay a global industry leader. Vishay can be found on the Internet at http://www.vishay.com. Vishay Contact: Investors: Peter Henrici, 610-407-4899 About International Rectifier International Rectifier (NYSE: IRF) is a world leader in power management technology. IR's digital, analog and mixed signal ICs, and other advanced power management products, enable high-performance computing and reduce energy waste in motors, the world's single largest consumer of electricity. Leading manufacturers of computers, energy efficient appliances, lighting, automobiles, satellites, aircraft, and defense systems rely on IR's power management solutions to power their next generation products. For more information, go to http://www.irf.com. International Rectifier Contacts: Investors: Steve Harrison, 310-252-7731 Media: Graham Robertson, 310-726-8512 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Statements in this release that describe the companies' business strategies, outlooks, objectives, plans, intentions or goals are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements including the uncertainty that the companies will be able to negotiate all definitive agreements or the satisfaction of the closing conditions. For a detailed discussion of these factors, refer to each company's filings with the SEC, including the most recent 10-Q and 10-K reports. SOURCE Vishay Intertechnology, Inc. -0- 11/01/2006 /CONTACT: Investors: Peter Henrici of Vishay, +1-610-407-4899; Investors: Steve Harrison, +1-310-252-7731, Media: Graham Robertson, +1-310-726-8512, both of International Rectifier/ /Web site: http://www.vishay.com http://www.irf.com / (VSH IRF) EX-99.2 3 vi7725ex992.txt EXHIBIT 99.2 Exhibit 99.2 VISHAY PROVIDES FURTHER INFORMATION CONCERNING THE ACQUISITION OF THE POWER CONTROL SYSTEMS BUSINESS FROM INTERNATIONAL RECTIFIER MALVERN, Pa., Nov. 1 /PRNewswire-FirstCall/ -- Vishay Intertechnology, Inc. (NYSE: VSH) today announced that it has reached an agreement with International Rectifier (NYSE: IRF) to acquire its Power Control Systems (PCS) business for approximately $290 million in cash. During International Rectifier's fiscal year ended June 30, 2006, the PCS business had sales of approximately $300 million. Sales for the quarter ended June 30, 2006 were $81 million. The agreement is subject to customary closing conditions, including obtaining all necessary governmental approvals and clearances, and finalization of schedules and other related documentation. Signing of definitive agreements is expected to take place by Friday, November 10, 2006, and the transaction is expected to close in February 2007. During the first 12 months of operation the acquisition has a potential to increase its net profit from break-even to a rate of approximately $40 million. At the completion of restructuring, expected after two to three years, potential net profits should reach about $50 million per year. The earnings estimates of the acquisition are based on the evaluation of the corporate allocations, which have been applied against the operations of this business by International Rectifier. Our evaluation of the business anticipates a significant reduction of allocations applied against SG&A and manufacturing costs. In addition, the potential earnings are based on major synergies predominantly in the area of SG&A as well as manufacturing, purchasing and other overheads. The PCS business develops, manufactures and markets planar high voltage MOSFETs, Schottky diodes, diode rectifiers, fast recovery diodes, high power diodes and thyristors, power modules (a combination of power diodes, thyristors, MOSFETs, and IGBTs), and automotive modules and assemblies. By extending its product offering for high power and high voltage discrete semiconductors and modules, Vishay will further enhance its position as one of the industry's largest manufacturers of discrete semiconductors and passive components. In addition, this acquisition will provide Vishay with a new platform to integrate Vishay's passive components into the acquired modules, creating a new product line through the synergy of passive and semiconductor components. We expect a smooth integration of these product groups into Vishay's existing organization. In summary, Vishay's acquisition of the PCS business from International Rectifier has the potential to substantially improve Vishay's growth in sales, return on investment, and profits. It complies with Vishay's policy of being accretive to net earnings during the first year after the acquisition. Dr. Felix Zandman, Chairman of the Board and Chief Technical and Business Development Officer, and Dr. Gerald Paul, President and Chief Executive Officer of Vishay Intertechnology, Inc. consider International Rectifier's PCS business as an excellent acquisition based on the potential of earnings. Furthermore, the product extension should bring to Vishay additional product synergies and market growth. Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. Its product innovations, successful acquisition strategy, and ability to provide "one-stop shop" service have made Vishay a global industry leader. Vishay can be found on the Internet at http://www.vishay.com. This release contains statements concerning the potential benefits of Vishay's acquisition of the Power Control Business of International Rectifier. These forward-looking statements are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. They are based on current expectations and are subject to certain risks, uncertainties and assumptions, many of which are outside the control of Vishay. These risks and uncertainties include, but are not limited to: the future performance of the PCS business; the timing and success of Vishay's integration of the PCS business with Vishay's existing businesses, including the successful transition of the PCS business from the information systems of International Rectifier to systems used by Vishay; the ability to realize anticipated synergies of the PCS business with Vishay's existing businesses; the ability to realize the anticipated benefits of intellectual property rights being acquired by Vishay as part of the PCS business; competition and technological changes in the industries of which the PCS business is a part and in which Vishay otherwise operates; and general economic, business and political conditions. For a detailed discussion of factors affecting Vishay's business generally and other factors that may influence future results, please see Vishay's filings with the U.S. Securities and Exchange Commission. Vishay does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Contact: Richard N. Grubb, Executive Vice President and Chief Financial Officer or Peter G. Henrici, Senior Vice President Corporate Communications 610-644-1300 SOURCE Vishay Intertechnology, Inc. -0- 11/01/2006 /CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial Officer, or Peter G. Henrici, Senior Vice President Corporate Communications, both of Vishay Intertechnology, Inc., +1-610-644-1300/ /Web site: http://www.vishay.com / (VSH IRF) -----END PRIVACY-ENHANCED MESSAGE-----