Vishay Intertechnology Completes Acquisition of Capella Microsystems

Vishay Intertechnology, one of the world's largest manufacturers of discrete semiconductors and passive electronic components, today acquired all of the remaining outstanding shares of Taiwan based Capella Microsystems Inc. (GreTai Securities Market: 3582) for approximately NT$668.2 million or US$21.0 million, pursuant to the terms of its previously announced merger agreement with Capella. Capella is a fabless IC design company specializing in optoelectronic products.

Vishay initially acquired 88.95% of Capella’s outstanding shares in a tender offer, which was completed in September 2014. The aggregate purchase price for Capella was approximately NT$6.05 billion (approximately US$201.2 million). Vishay funded the acquisition mostly with cash on-hand, and borrowed $53 million on its revolving credit facility to achieve future flexibility given the legal entity and financial structure utilized for the acquisition. As of the date Vishay acquired its controlling interest, Capella had approximately $50 million of cash, cash equivalents, and short-term investments, and no long-term debt.

Capella has been included in Vishay’s consolidated financial statements since the acquisition of its 88.95% interest, with the net earnings attributable to the 11.05% non-controlling interest excluded from net earnings attributable to Vishay stockholders. The completion of the merger will result in 100% of Capella’s results being included in net earnings attributable to Vishay stockholders subsequent to December 31, 2014. Due to the nature of Capella’s business, approximately $75 million of the purchase price is allocated to definite-lived intangible assets. The acquisition of the non-controlling interest had no impact on the value ascribed to these intangible assets. The annual amortization expense of the intangible assets will be approximately $10 million.

Pepper Hamilton LLP and Lee and Li, Attorneys-at-Law, acted as legal counsel to Vishay. Oppenheimer & Co. acted as exclusive financial advisor to Capella.

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