Vishay Intertechnology, one of the world's largest manufacturers of discrete semiconductors and passive electronic components, today announced that it has acquired 88.95 percent of the outstanding shares of Taiwan-based Capella Microsystems Inc. (GreTai Securities Market: 3582), a fabless IC design company specializing in optoelectronic products, pursuant to its previously announced tender offer.

A total of 38,703,705 shares of Capella or 88.95 percent of outstanding shares were tendered and accepted by Vishay. The offer period expired on September 1, 2014. Pursuant to the terms of the tender offer, on September 9, 2014, Vishay paid NT$139 for each share tendered. The aggregate purchase price was NT$5.4 billion (approximately US$180 million). Vishay funded the acquisition mostly with cash on-hand, and borrowed US $53 million on its revolving credit facility to achieve future flexibility given the legal entity and financial structure utilized for the acquisition. It is estimated that, as of August 31, 2014, Capella had cash and cash equivalents of NT$1,499 million (approximately US$50 million) and no long-term debt.

Capella will be included in Vishay’s consolidated financial statements for the period subsequent to acquisition, with the net earnings attributable to the 11.05 percent non-controlling interest excluded from net earnings attributable to Vishay stockholders until Vishay acquires the remaining outstanding shares of Capella. Capella is expected to contribute approximately US$2 million to Vishay’s revenues for the third quarter of 2014. The earnings per share impact of the Capella acquisition on the third quarter is not expected to be significant. The Company will provide guidance on the expected contribution of Capella for the fourth quarter of 2014 during its regular third quarter 2014 earnings conference call. Annual amortization of identifiable intangible assets is expected to be in excess of US$10 million.

Vishay expects to acquire the remaining outstanding shares of Capella pursuant to a merger agreement signed on July 11, 2014. In the merger, all remaining holders of Capella common stock other than Vishay and its subsidiaries will receive the same consideration for their shares as the holders who tendered their shares in the offer, or approximately US $22 million in the aggregate. The merger is expected to be completed by the end of January 2015. The closing of the merger is subject to customary closing conditions, including obtaining all necessary governmental approvals and clearances.

“We are pleased to welcome Capella, a leading IC design company for optical sensors, into the Vishay family,” 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 our strategy of supplementing our organic Growth Plan through targeted specialty acquisitions.”

“Capella adds crucial technological capabilities to our successful and growing opto business that we did not have in-house,” stated 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 and 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.