Attached files
Exhibit 99.1
VISHAY ANNOUNCES EFFECTIVENESS OF VISHAY PRECISION GROUP (VPG)
REGISTRATION STATEMENT ON FORM 10
VPG Common Stock Expected to Begin Trading on June 23, 2010
VPG on Track for July 6, 2010 Separation from Vishay
MALVERN, PA – June 22,
2010 – Vishay Intertechnology, Inc. (“Vishay”) (NYSE: VSH) announced today that,
in connection with its proposed spin-off of Vishay Precision Group, Inc. (“VPG”)
from Vishay, the Securities and Exchange Commission has declared effective VPG’s
Registration Statement on Form 10. An information statement containing detailed
information concerning VPG and the spin-off will be mailed to stockholders of
record as of 5:00 p.m. ET on June 25, 2010, the record date for the
distribution.
VPG common stock will
begin trading on a “when-issued” basis on the New York Stock Exchange (“NYSE”)
under the symbol “VPG WI” (when-issued) beginning on June 23, 2010. The targeted
distribution date is July 6, 2010, and the common stock is expected to begin
“regular way” trading under the ticker symbol “VPG” at the start of trading on
July 7, 2010. The CUSIP number for the VPG common stock will be 92835K 103 when
regular way trading begins. Vishay common stock will continue to trade on the
NYSE under its current symbol, VSH.
As previously announced,
on the distribution date, Vishay common stockholders of record will receive one
share of VPG common stock for every 14 shares of Vishay common stock they hold,
and Vishay Class B common stockholders of record will receive one share of VPG
Class B common stock for every 14 shares of Vishay Class B common stock they
hold. Fractional shares of VPG common stock and VPG Class B common stock will
not be distributed to Vishay stockholders. Instead, the fractional shares of VPG
common stock will be aggregated and sold in the open market, with the net
proceeds distributed pro rata in the form of cash payments to Vishay
stockholders who would otherwise be entitled to receive a fractional share of
VPG common stock. Holders of Vishay Class B common stock will be compensated by
VPG for fractional shares of VPG Class B common stock they were entitled to
receive based upon the same price used to cash out the fractional shares of VPG
common stock.
No action or payment is
required by Vishay stockholders to receive the shares of VPG common stock and
VPG Class B common stock. Stockholders who hold Vishay common stock or Vishay
Class B common stock on the record date will receive a book-entry account
statement reflecting their ownership of VPG common stock or VPG Class B common
stock, or their brokerage account will be credited with the appropriate VPG
shares. Any holders of shares of Vishay common stock who sell Vishay shares
regular way on or before the distribution date will also be selling their right
to receive shares of VPG common stock. Investors are encouraged to consult with
their financial advisers regarding the specific implications of buying or
selling Vishay common stock on or before the distribution date.
J.P. Morgan is acting as
financial adviser to Vishay. Kramer Levin Naftalis & Frankel LLP is acting
as legal counsel to Vishay. Pepper Hamilton LLP is also acting as special tax
counsel with respect to the spin-off.
About Vishay Precision
Group
Vishay Precision Group
is a leading designer, manufacturer and marketer of Foil Technology Products
(strain gages, ultra-precision foil resistors, and current sensors) and Weighing
Modules and Control Systems (transducers/load cells, instruments, weigh modules,
and control systems) for a wide variety of applications.
VPG’s Form 10
registration statement, including the information statement regarding VPG and
the spinoff, has been filed with the Securities and Exchange Commission (“SEC”).
Members of the public may read and copy materials that are filed with the SEC at
the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.
Members of the public may also obtain information on the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers, including VPG, that file electronically with the
SEC. The address of that site is http://www.sec.gov.
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.
Certain statements
contained in this release are forward-looking statements within the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. They include
statements regarding the anticipated timing of the spin-off transaction and the
anticipated benefits and effects of the transaction for both Vishay
Intertechnology and Vishay Precision Group. These statements are based on
current expectations only and are subject to uncertainties and assumptions. In
particular, Vishay Intertechnology could determine not to proceed with the
spin-off, to change the timing of the spin-off or to alter the terms and
conditions of the spin-off. Factors that could influence decisions regarding the
spin-off and the anticipated benefits and effects of the spin-off include
general business, economic and market conditions, circumstances affecting the
businesses of Vishay Intertechnology or Vishay Precision Group discussed in the
Annual Form 10-K Report of Vishay Intertechnology and in the Form 10 of Vishay
Precision Group or changes in Vishay’s strategic plans and programs. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
CONTACTS:
Vishay Intertechnology,
Inc.
Peter G. Henrici
Senior Vice President
Corporate Communications
(610) 644-1300
Joele Frank, Wilkinson
Brimmer Katcher
Matthew Sherman / Sharon
Stern
(212) 355-4449