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Vishay Intertechnology agreed to acquire General Semiconductor in a stock merger announced August 1, 2001. The fixed exchange ratio was 0.563 Vishay share for each General Semiconductor share, and the transaction closed November 2, 2001, after stockholders of both companies approved it. General Semiconductor survived as a wholly owned Vishay subsidiary.
What Vishay agreed to pay
The merger agreement set a fixed exchange ratio: each General Semiconductor common share was exchanged for 0.563 of a Vishay common share. The number of Vishay shares per General Semiconductor share was therefore the contractual term; the dollar value depended on Vishay’s stock price at the relevant date.
| Reported value | Basis and date |
|---|---|
| $13.54 per General Semiconductor share | Announcement-date transaction value reported by EE Times on August 1, 2001. EE Times, August 1, 2001 |
| $10.74 per General Semiconductor share | Value at closing, calculated using Vishay’s November 1, 2001 closing stock price of $19.08. Vishay closing announcement, November 2, 2001 |
These figures describe different valuation dates, not competing exchange ratios. The share-for-share term remained 0.563; the later dollar figure reflected Vishay’s market price just before the deal closed.
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Vishay had announced a proposal to acquire General Semiconductor in April 2001. The companies signed a definitive merger agreement dated July 31 and announced it the next day, August 1. Under the structure, Vishay Acquisition Corp., a wholly owned Vishay subsidiary, would merge into General Semiconductor. Vishay joint proxy statement/prospectus
Stockholders of both companies approved the transaction, which closed November 2, 2001. General Semiconductor remained the surviving corporation and became wholly owned by Vishay. Vishay closing announcement, November 2, 2001
Why Vishay said it wanted General Semiconductor
Vishay said the acquisition would expand its position in rectifiers and diodes and reinforce its businesses in small-signal transistors, power MOSFETs and power integrated circuits. The company also expected the combination to create opportunities for product innovation and development. These were Vishay’s stated rationale and expectations, not independent assessments of the deal’s results. Vishay closing announcement, November 2, 2001
In that announcement, Vishay claimed the acquisition made it the world’s second-largest manufacturer of discrete semiconductors and the largest in diodes and rectifiers. Those rankings should be understood as company claims; independent market-share confirmation is not established here.
How the reported purchase-price figures differ
A later Vishay filing reported a purchase price of $554.8 million including acquisition expenses. That accounting figure has a different basis from the $13.54 announcement-date valuation and the $10.74 closing-date value per General Semiconductor share, so the amounts are not directly interchangeable. Vishay filing, 2003
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