Vishay Intertechnology Announces Proposed Offering of $600 Million of Convertible Senior Notes

MALVERN, Pa., Sept. 06, 2023 (GLOBE NEWSWIRE) -- Vishay Intertechnology, Inc. (the “Company,” “Vishay”) (NYSE: VSH) today announced its intention to commence an offering, subject to market conditions and other factors, of $600 million aggregate principal amount of its convertible senior notes due 2030 (the “notes”). The notes are to be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Vishay also expects to grant the initial purchasers of the notes an option to purchase up to an additional $90 million aggregate principal amount of the notes for settlement within a 13-day period beginning on, and including, the first day on which the notes are issued.

The notes will be Vishay’s senior unsecured obligations and subordinated in right of payment to Vishay’s senior secured debt, including amounts borrowed under its senior secured credit facility, and will accrue interest payable semi-annually in arrears. The notes will mature on September 15, 2030, unless earlier repurchased, redeemed or converted. Prior to March 15, 2030 the notes will be convertible only upon satisfaction of certain conditions during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The notes will be convertible, subject to certain conditions, into cash up to the aggregate principal amount of such notes and cash, shares of Vishay’s common stock or a combination thereof, at Vishay’s election, with respect to the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of such notes. The interest rate, the initial conversion rate and the other terms of the notes will be determined by negotiations between Vishay and the initial purchasers of the notes.

The Company may not redeem the notes prior to September 20, 2027. The Company may redeem for cash all or part of the notes, at its option, on or after September 20, 2027, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company elects to redeem fewer than all of the outstanding notes, at least $100 million aggregate principal amount of notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption.