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1Fix the driver behind crashes, sound loss and screen glitches2Clear out junk files and repair common Windows errors3Scan for outdated or missing drivers - takes under a minuteVishay Intertechnology agreed to acquire General Semiconductor in a stock merger announced August 1, 2001. General Semiconductor shareholders were to receive 0.563 Vishay share for each share they held. The transaction closed November 2, 2001, with General Semiconductor continuing as a wholly owned Vishay subsidiary.
What did Vishay agree to pay?
The merger agreement set a fixed exchange ratio: 0.563 Vishay common share for each General Semiconductor common share. Because the consideration was stock, the dollar value depended on Vishay’s share 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. |
| $10.74 per General Semiconductor share | Value at closing, calculated using Vishay’s November 1, 2001 closing share price of $19.08, according to Vishay’s November 2, 2001 closing announcement. |
The two per-share dollar figures reflect different valuation dates, not different exchange terms. A later Vishay filing reported a purchase price of $554.8 million including acquisition expenses; that accounting figure uses a different basis from the contemporary per-share valuations.
How was the acquisition structured and when did it close?
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. Under the proposed structure, Vishay Acquisition Corp., a wholly owned Vishay subsidiary, would merge into General Semiconductor. The agreement and exchange ratio appear in the joint proxy statement/prospectus filed with the SEC.
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After stockholders of both companies approved the transaction, it closed on November 2, 2001. General Semiconductor remained the surviving corporation and became wholly owned by Vishay.
Why did Vishay want General Semiconductor?
Vishay said the acquisition would expand its presence in rectifiers and diodes and strengthen its position 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 strategic rationale and expectations, not independent assessments of the deal’s results.
In its closing announcement, Vishay said the acquisition made it the world’s second-largest manufacturer of discrete semiconductors and the largest in diodes and rectifiers. Those rankings were claims made by the company; an independent market-share confirmation is not established here.
How the deal unfolded
- April 2, 2001: Vishay announced a proposal to acquire General Semiconductor, according to Vishay’s proposal announcement.
- July 31, 2001: The companies dated their definitive merger agreement.
- August 1, 2001: Vishay announced the agreement; the announcement-date valuation was reported as $13.54 per General Semiconductor share.
- November 2, 2001: Following stockholder approval, the transaction closed. Vishay reported a $10.74 per-share value based on its November 1 closing price.
What shareholders should take from the terms
This was a stock-for-stock acquisition with a fixed exchange ratio, rather than a fixed cash payment per General Semiconductor share. The number of Vishay shares specified by the agreement stayed at 0.563 per share; the dollar value associated with that consideration moved with Vishay’s stock price. The merger converted General Semiconductor into a wholly owned subsidiary while leaving it as the surviving corporation.
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