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Capella Microsystems’ Board Recommends Shareholders Tender Their Shares

Stocks in this article: VSH

Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive electronic components, today announced that the board of Taiwan-based Capella Microsystems Inc. (GreTai Securities Market: 3582), which Vishay intends to acquire, has determined that the price per share offered by Vishay in a tender offer is reasonable and has recommended that shareholders of Capella tender their shares. A special offer review committee of Capella separately has made the same determination and recommendation.

On July 11, 2014, Vishay entered into an agreement to acquire Capella for approximately NT$6,051 million or US$205 million.

Vishay intends to acquire Capella first through a tender offer of up to 100 percent of Capella’s outstanding shares at a price of NT$139 per share. The tender offer is conditioned upon at least a majority of the outstanding shares being tendered. The period to tender outstanding shares ends on September 1, 2014, but could be extended pursuant to local regulations. If a majority of the outstanding shares are tendered and the government approvals are obtained, the tender offer is expected to close in September 2014 followed by Vishay’s acquisition of 100 percent of Capella in a merger by the end of January 2015.

In 2013, Capella had revenues of NT$1,873 million or approximately US$63 million achieving gross margins in the high 40%s and EBITDA of approximately US$19 million; cash and cash equivalents were approximately US$60 million without any long-term debt.

The closing of the tender offer and merger are subject to customary closing conditions, including obtaining all necessary governmental approvals and clearances.

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.

About Vishay

Vishay Intertechnology, Inc., a Fortune 1000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, MOSFETs, and infrared optoelectronics) and passive electronic components (resistors, inductors, and capacitors). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, power supplies, and medical markets. Vishay’s product innovations, successful acquisition strategy, and "one-stop shop" service have made it a global industry leader. Vishay can be found on the Internet at http://www.vishay.com.

About Capella Microsystems

Capella Microsystems, Inc. is a fabless IC design company which specializes in optical electronic related products. Capella designs a broad line of high performance integrated circuits. Applications of Capella's products include telecommunications, mobile phones, Smartphone, handheld devices, digital cameras, laptops, desktop computers, LED backlighting, office automation equipment, household electrical appliance and automotive electronics. The Company's principal product categories include ambient light sensor, IrDA, optical encoder, PDIC, proximity sensor, color sensor and UV sensor.

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