Power and analog chipmaker Siliconix Inc. said that its stockholders should take no action with regard to Vishay Intertechnology Inc.'s bid to acquire the company.
Malvern, Penn.-based discrete and passive components giant Vishay already owns 80.4 percent of the company.
Early last month, Vishay announced plans to acquire the remaining Siliconix shares, offering 2.64 shares of Vishay for each share of Siliconix. Earlier this week, Vishay upped the ante to 2.9 shares, making the deal worth nearly $200 million. The company noted that of the 29.9 million shares of Siliconix stock outstanding, some 5.8 million are publicly held.
Its tender offer is contingent upon a majority of the remaining 5.8 million shares are offered to Vishay, the company said.
Vishay also said that following consummation of its offer, it planned to merger Siliconix with one of its subsidiaries. All remaining holders of Siliconix stock would receive the same consideration for their shares as the holders who tendered their shares received in the offer, Vishay said.
It also noted that it has not entered into any agreement with Siliconix with respect to the offer.
Santa Clara, Calif.-based Siliconix issued a statement requesting that its shareholders take no action with regard to the unsolicited tender offer.
An special committee of the Siliconix' board, in consultation with legal counsel Heller Ehrman LLP and ifinancial advisor Lehman Brothers Inc., will evaluate Vishay's tender offer and subsequently issue a recommendation to Siliconix stockholders, the company said. That recommendation will be available on or before April 25, according to Siliconix.
Vishay said in a filing with the US Securities and Exchange Commission earlier this week that combining the businesses and operations of Vishay and Siliconix would result in operational efficiencies and cost savings that it believes could not be achieved by Siliconix on a standalone basis.
It also acknowledged that its majority ownership of the company, as well as its current tender offer, has prompted a number of legal entanglements.
In January of this year an amended class action suit was filed on behalf of all non-Vishay stockholders of Siliconix against Vishay and Ernst & Young LLP, the accounting firm that audits the financial statements of both Vishay and Siliconix, Felix Zandman, chairman and chief technical and business development officer of Vishay, and Siliconix. The suit alleges that Vishay has used for its benefit various assets and rights of Siliconix or otherwise taken assets of Siliconix without fair compensation.
A number of class action lawsuits were filed in March of this year in Delaware and California after Vishay announced its proposal to acquire the publicly held shares of Siliconix, the company acknowledged. These lawsuits alleged, among other things, a breach of fiduciary duty by Vishay, Siliconix and members of the board of directors of Siliconix.
Vishay noted that it is a condition to the offer that there be no litigation relating to the offer or the merger at the time shares are accepted for exchange, but that it reserved the right to waive this condition.
