Vishay Commences Tender Offer For International Rectifier

September 30, 2008 by Jeff Shepard

Vishay Intertechnology, Inc. announced that it has commenced a tender offer to acquire all of the outstanding shares of common stock of International Rectifier Corp. (IR) for $23.00 per share in cash, in furtherance of its previously announced acquisition proposal.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on October 27, 2008, unless extended. The full terms, conditions and other details of the tender offer are set forth in the offering documents that Vishay will be filing with the Securities and Exchange Commission.

According to Vishay, the $23.00 price represents a 30% premium over IR’s average closing price for the 30 trading days preceding the August 15, 2008 announcement of Vishay’s original acquisition proposal. Since then, Vishay states that the Philadelphia Semiconductor Sector Index (SOXX) has dropped 15% and the trading prices of IR’s peer group have dropped 21%.

Dr. Felix Zandman, Founder and Executive Chairman of Vishay, said, "We believe our $23.00 per share all-cash premium offer provides International Rectifier stockholders with superior value to what International Rectifier can reasonably achieve on its own in the foreseeable future. As a result of the International Rectifier Board’s refusal to negotiate a mutually agreeable business combination, we are presenting our offer directly to International Rectifier’s stockholders. We are confident that International Rectifier’s stockholders, the owners of the company, will recognize the full, fair and immediate value of our $23.00 per share cash offer."

Vishay also announced that it has commenced mailing its definitive proxy statement with respect to IR’s delayed 2007 Annual Meeting of Stockholders scheduled to be held on October 10, 2008.

IR responded by stating that it has filed with the Securities and Exchange Commission and mailed to shareholders a letter outlining the critical importance of electing the three nominees of the company at the October 10th meeting.

Richard J. Dahl, Chairman of the Board of IR said, "The IRF Board of Directors has unanimously deemed Vishay’s $23.00 offer to be inadequate taking into account the future prospects of IRF and the synergies that Vishay can derive from this acquisition. It is regrettable that Vishay continues to make assertions that are flawed, misleading and factually inaccurate. The IRF Board underscored the serious risks embedded in Vishay’s offer, including its ability to obtain financing and the serious conflict of interests the election of Vishay’s handpicked slate of directors could present."