Vishay Intertechnology Prices Offering of $650 Million of 2.25% Convertible Senior Notes

MALVERN, Pa., Sept. 07, 2023 (GLOBE NEWSWIRE) -- Vishay Intertechnology, Inc. (the “Company,” “Vishay”) (NYSE: VSH) today announced the pricing of its offering of $650 million aggregate principal amount of 2.25% convertible senior notes due 2030 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The base size of the offering was increased from the previously announced $600 million in aggregate principal amount to $650 million. The Company granted to the initial purchasers of the notes an option to purchase up to an additional $100 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 offering is expected to close on September 12, 2023, subject to customary closing conditions.

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. Interest will be payable on the notes semi-annually in arrears at a rate of 2.25% per annum on March 15 and September 15 of each year, beginning on March 15, 2024. 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 conversion rate will initially be 33.1609 shares of common stock per $1,000 principal amount of notes. This represents an initial conversion price of approximately $30.16 per share. This initial conversion price represents a premium of 20% to the last reported sale price of Vishay’s common stock on The New York Stock Exchange on September 7, 2023, which was $25.13 per share. The conversion rate will be subject to adjustment in certain circumstances. In addition, following certain corporate transactions that occur prior to the maturity date or the Company’s delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate transaction or notice of redemption, as the case may be.