Vishay Intertechnology Prices Offering of $650 Million of 2.25% Convertible Senior Notes - Seite 2

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.

If the Company undergoes a fundamental change (as defined in the indenture governing the notes), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The sale of the notes is expected to result in approximately $632.7 million in net proceeds to Vishay (or approximately $730.2 million if the initial purchasers of the notes exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by Vishay. The Company intends to use approximately $81.6 million of the net proceeds from the offering to pay the cost of the capped call transactions as described below. If the initial purchasers of the notes exercise their option to purchase additional notes, the Company expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties. In separate transactions, Vishay intends to use approximately $388.8 million of the net proceeds from the offering to repurchase for cash a portion of its outstanding convertible senior notes due 2025 (the “2025 notes”) as described below. Vishay also intends to use approximately $162.3 million of the net proceeds from the offering to repay borrowings under its senior secured credit facility. Any remaining net proceeds from the offering will be used for general corporate purposes.