Vishay Intertechnology, Inc., 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 clearances.
“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 specialty acquisitions.”
“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.