News

IR Shareholders Reject Vishay Proposals, Resulting In Abandonment Of Acquisition Bid

October 12, 2008 by Jeff Shepard

Vishay Intertechnology, Inc. announced that it has terminated its offer to acquire all of the outstanding shares of International Rectifier Corp. (IR) common stock for $23.00 per share in cash and will be returning tendered shares to their holders.

The announcement came on the heels of IR’s announcement that, based on the preliminary results from its 2007 annual meeting of shareholders of the company, its shareholders had re-elected all three of the company’s nominees to the Board of Directors (Jack O. Vance, Thomas Lacey and Mary B. Cranston) over the "dissident" slate of candidates nominated by Vishay.

IR also reported that its shareholders had voted to ratify the company’s appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal year 2008 and approved a stockholder proposal requesting the adoption of a compensation recoupment policy. IR stated that the preliminary results indicate that shareholders defeated Vishay’s proposed bylaw amendments.

"On behalf of International Rectifier’s Board of Directors and management team, we thank all of our shareholders for their continued support and confidence through this process," said Richard J. Dahl, Chairman of the Board of International Rectifier. "We are very pleased by the support we have received and the dialogue and input from our shareholders. We remain focused on executing our strategic plan and delivering value to all our shareholders."

Vishay only issued a brief statement: "We thank the significant number of International Rectifier stockholders who supported our three nominees at International Rectifier’s 2007 Annual Meeting and we share your disappointment with the outcome. As we have consistently said, we cannot pursue our proposal in the face of opposition from a board of directors that has refused to engage in any discussion with us regarding our offer. We regret that International Rectifier stockholders will not be able to participate in what would have been a compelling opportunity to create significant value for them."