Vishay Precision Group files Form 10 registration statement

MALVERN, USA: Vishay Intertechnology Inc. announced that its wholly-owned subsidiary Vishay Precision Group Inc. has filed a registration statement on Form 10 with the Securities and Exchange Commission (SEC) in connection with the previously announced intended spin-off of VPG into an independent, publicly-traded company.

The spin-off is expected to take the form of a tax-free stock dividend to Vishay’s stockholders, in which holders of Vishay common stock will receive common stock of VPG and holders of Vishay Class B common stock will receive Class B common stock of VPG.

The Form 10 contains a preliminary information statement that includes detailed information about VPG as a standalone company, including, among other things, historical financial information for VPG and management’s discussion and analysis of financial condition and results of operations.

The preliminary information statement also includes a description of VPG’s business and strategy, its management and their compensation, as well as other legal and financial disclosures, including risk factors. In addition, the preliminary information statement contains certain information relating to certain arrangements between Vishay and VPG following the spin-off and the mechanics of, and conditions to, a proposed spin-off of VPG. The preliminary information statement is incomplete and subject to change.

The registration statement is available at the SEC website at www.sec.gov and can also be viewed on the Vishay website at http://ir.vishay.com.

“The filing of our registration statement on Form 10 marks a major milestone on the road to launch Vishay Precision Group as an independent, publicly-traded company,” said Ziv Shoshani, the President and Chief Executive Officer designate of VPG.

Dr. Gerald Paul, President and Chief Executive Officer of Vishay, remarked: “The separation will allow Vishay to focus on growing its core businesses and strengthening its position as a global technology leader in discrete semiconductors and passive components, while Vishay Precision Group will have more autonomy and flexibility to allocate resources for its future growth. We look forward to completing the separation and realizing the significant benefits for each of the two companies.”

Dr. Felix Zandman will continue to be the Executive Chairman of the Board of Directors and Chief Technical and Business Development Officer of Vishay Intertechnology and will provide R&D consulting services to VPG. Marc Zandman, currently Vice Chairman of the Board and Chief Administration Officer of Vishay, is expected to also serve as non-executive Chairman of the Board of Vishay Precision Group.

Vishay’s Board of Directors and management team, in consultation with independent financial and legal advisors, are working on the requirements to finalize and execute the spin-off and expect the spin-off to occur in mid-2010. The spin-off will be subject to a number of conditions, including, among other things: final approval of Vishay’s Board of Directors, favorable market conditions, receipt of US and Israeli tax rulings and/or opinions, compliance with applicable rules and regulations of the US Securities and Exchange Commission and other customary conditions.

J.P. Morgan is acting as financial adviser to Vishay Intertechnology. Kramer Levin Naftalis & Frankel LLP is acting as legal counsel to Vishay. Pepper Hamilton LLP is also acting as legal counsel to Vishay on various tax matters.