IR’s Board Unanimously Rejects Vishay’s Unsolicited Revised Proposal

The Board of Directors of International Rectifier Corp. (IR) announced that it has reviewed Vishay’s unsolicited, revised proposal, and unanimously determined that Vishay’s $23 per share offer significantly undervalues the future prospects of the company and is not in the best interests of IR and its stockholders.

Richard J. Dahl, Chairman of the Board of International Rectifier said, "Vishay’s offer still significantly undervalues the future prospects of the Company when compared to the value that we expect our new strategic plan to deliver to our shareholders. Our Board takes its responsibility to stockholders extremely seriously. We believe that Vishay’s latest unsolicited proposal continues to represent an opportunistic attempt by Vishay to capture value that belongs to our shareholders."

Oleg Khaykin, President and Chief Executive Officer, commented, "We remain steadfast in our belief in International Rectifier’s potential and the value-creation strategy that we are implementing. This potential is reflected in part in the recent launch of our revolutionary GaN technology platform for Power Conversion. We look forward to communicating with our shareholders in the coming days the exciting value-creative opportunities available for our business."

Dahl continued: "We are extremely disappointed that, in addition to offering a price that significantly undervalues the future prospects of the company, Vishay has chosen to deploy heavy-handed and disruptive tactics in its efforts – commencing a proxy contest to replace three of our highly-experienced and independent directors with its slate of hand-picked nominees; seeking to amend our Bylaws; bringing litigation against our directors and the company; threatening to launch a hostile tender offer, as well as continuing to assert meritless claims against the company related to the PCS sale – all to pressure the Board and our stockholders to sell the Company at a bargain price."

The Board also issued a letter which stated, "We are also extremely disappointed that you have chosen to employ heavy-handed and disruptive tactics to further your opportunistic objectives, including, commencing a proxy contest to replace three of our highly-experienced directors; bringing litigation against our directors and the company; threatening to launch a hostile tender, and continuing to assert meritless and undocumented claims against the company due to the PCS sale."