Vishay and SI Technologies to Merge

MALVERN, Pa., and TUSTIN, Calif., Dec. 23 -- Vishay Intertechnology Inc. and SI Technologies Inc. announced today they have signed a definitive merger agreement for Vishay to acquire all of the outstanding capital stock of SI Technologies in a merger transaction for $4 per share in cash for a total purchase price, including the net settlement of options and warrants, of approximately $17.65 million. Vishay will also cause the outstanding bank debt of SI, currently approximately $10.5 million, to be repaid at closing. For the fiscal year ended July 31, 2004, SI reported $36.2 million of net sales.

The merger is expected to be completed in the first quarter of 2005, subject to certain closing conditions, including the approval of SI Technologies' stockholders. The company said its stockholders owning approximately 40.7 percent of its outstanding common stock have agreed to vote in favor of the merger and that it will hold a special meeting of its stockholders to vote on the merger.

SI Technologies, based in Tustin, Calif., makes industrial sensors/controls, weighing and factory automation systems and related products.

Felix Zandman, chairman and CEO of Vishay, said, "Our acquisition of SI Technologies is another step in Vishay's strategy to broaden the product offerings of the Vishay Measurements Group. This transaction will further reinforce our position in the transducer, instrumentation and systems markets and will complement and enhance our existing capabilities in these areas. As we have consolidated our past acquisitions of manufacturers in the load cell business, we intend to add SI Technologies with the established brand name 'Revere' to our portfolio. Vishay's acquisition of SI Technologies will provide significant opportunities for synergies in R&D, manufacturing and marketing and sales. Our intention is to continue to penetrate this market through further acquisitions and organic growth."

Vishay, based in Malvern, Pa., is one a manufacturer of discrete semiconductors (diodes, rectifiers, transistors, optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors and transducers).

For more information, visit: www.vishay.com