Acquisition and Divestiture Activities

12 Months Ended

Dec. 31, 2024

Note 2 - Acquisition and Divestiture Activities

As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components. These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise. It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize.

Year ended December 31, 2024

Newport wafer fab

On March 5, 2024, the Company acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K. for $177,457 in cash, net of cash acquired. The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month. The transaction included contingent payments of $15,000, held in escrow pending receipt of an export license. As of December 31, 2024, the contingency was resolved.

The transaction was funded by Vishay with cash on-hand. To effect the transaction, Vishay acquired a 100% interest in the legal entity Neptune 6 Limited, and its wholly-owned operating subsidiary, Nexperia Newport Limited, which owns and operates the Newport facility. Neptune 6 Limited was renamed "Vishay UK Holdings Limited," and Nexperia Newport Limited was renamed "Vishay Newport Limited."

Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:

Net working deficit (excluding cash and cash equivalents)	$	(339	)
Property and equipment		148,109
Customer relationships		4,000
Other, net		1,315
Deferred taxes, net		(7,869	)
Total identified assets and liabilities		145,216

Purchase price, net of cash acquired		177,457

Goodwill	$	32,241

The acquired assets and liabilities, including goodwill, are included in the MOSFETs segment. The weighted average useful lives for customer relationships is 3 years. The goodwill associated with this transaction is not deductible for income tax purposes. See Note 19 for information on goodwill impairment testing.

The Company recognized $2,984 of acquisition costs classified as a component of selling, general, and administrative expenses. These costs were recognized in the third and fourth fiscal quarters of 2023 and first fiscal quarter of 2024.

The results and operations of this acquisition have been included in the MOSFETs segment since March 5, 2024. The inclusion of this acquisition did not have material impact on the Company's consolidated results.

Ametherm, Inc.

On June 5, 2024, the Company acquired all of the outstanding equity interests of Ametherm, Inc., a Carson City, Nevada-based manufacturer of inrush current limiting solutions and power thermistors, for $31,478 in cash, net of cash acquired. Based on an estimate of fair values, the Company allocated $17,000 of the purchase price to definite-lived intangible assets. After allocating the purchase price to assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $11,685 related to this acquisition. The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing. The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.

Note 2 - Acquisition and Divestiture Activities (continued)

Birkelbach Kondensatortechnik GmbH

On December 17, 2024 the Company acquired Birkelbach Kondensatortechnik GmbH and certain related assets ("Birkelbach") for $15,839, net of cash acquired. Based in Erndtebrueck, Germany, Birkelbach is a manufacturer of metalized technical films for capacitor dielectrics. Vishay was a major customer of Birkelbach, and the acquired business will be vertically integrated into Vishay's Capacitors segment. Based on a preliminary estimate of fair values, the Company allocated $7,168 of the purchase price to definite-lived intangible assets. After allocating the purchase price to assets acquired and liabilities assumed based on an estimation of the fair values at the date of acquisition, the Company recorded goodwill of $777 related to this acquisition. The goodwill related to this acquisition is included in the Capacitors reporting unit for goodwill impairment testing. The results and operations of this acquisition have been included in the Capacitors segment since December 17, 2024.

Year ended December 31, 2023

On June 30, 2023, the Company acquired substantially all of the assets of Centerline Technologies, LLC, a Massachusetts-based, privately held manufacturer of ceramic components used in many custom parts manufactured by certain of Vishay's Resistors businesses, for $5,003. Based on an estimate of fair values, the Company allocated $1,500 of the purchase price to definite-lived intangible assets. After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $2,213 related to this acquisition. The acquired business will be vertically integrated into the Company's Resistors segment, and the goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing. The results and operations of this acquisition have been included in the Resistors segment since June 30, 2023.

Year ended December 31, 2022

On October 28, 2022, the Company acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc., a San Jose, California-based fabless power semiconductor provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions. The acquisition of MaxPower will enhance Vishay's current and future silicon carbide ("SiC") offerings for fast-growing markets such as electric vehicles.

The Company paid cash of $50,000, net of cash acquired, at closing. The transaction also included possible contingent payments of up to $57,500, which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate. The purchase price for U.S. GAAP purposes includes the fair value, as of the acquisition date, of certain future contingent payments to non-employee equity holders of MaxPower. The estimated fair value of this contingent consideration as of the acquisition date was $6,851. The contingent consideration liability is included in other accrued expenses and other liabilities in the accompanying balance sheet and is remeasured each reporting period, with changes reported as "Selling, general, and administrative expenses" on the consolidated statements of operations.

A portion of contingent payments to be made to employee equity holders are deemed compensatory in nature. Such payments made to employee equity holders have been or will be, in future periods, recognized as expense, and thus are not included in the U.S. GAAP purchase price.

One of the contingencies was resolved in the fourth quarter of 2023, which resulted in no additional payments to the former employees and stockholders of MaxPower. Additionally, $2,500 has been paid upon the achievement of the first technology milestone. The Company's estimate of the maximum possible total contingent payments is $17,500. See Note 18 for further discussion on the fair value measurement of the contingent consideration liability.

Based on an estimate of their fair values, the Company allocated $18,600 of the purchase price to definite-lived intangible assets. After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $34,246 related to this acquisition. The results and operation of this acquisition have been included in the MOSFETs segment since October 28, 2022. The goodwill related to this acquisition is included in the MOSFETs reporting unit for goodwill impairment testing. See Note 19 for information on goodwill impairment testing.