Vishay Increases All-Cash Proposal For International Rectifier To $23.00 Per Share In Cash

September 09, 2008 by Jeff Shepard

Vishay Intertechnology, Inc. announced that it has increased the price of its all-cash proposal to acquire all of the outstanding shares of International Rectifier Corp. (IR) common stock to $23.00 per share. The increased proposal represents a premium of 22% to IR’s closing stock price on August 14, 2008, the last trading day prior to public disclosure of Vishay’s original acquisition proposal, and said to be a 30% premium over IR’s average closing price for the 30 trading days preceding that announcement. The transaction has a value of approximately $1.7 billion in the aggregate. Vishay intends to commence shortly a tender offer to purchase all of the outstanding shares of IR common stock for $23.00 per share in cash.

"We firmly believe there are significant and compelling benefits to a combination of Vishay and International Rectifier. We are committed to bringing our two companies together to create a global leader in the manufacturing of power integrated circuits, discrete semiconductors and passive electronic components," said Dr. Felix Zandman, Vishay’s founder and Executive Chairman of the Board. "Our increased all-cash proposal provides International Rectifier’s stockholders with an opportunity to realize significant premium value for their investment in International Rectifier. Furthermore, we believe that a combined Vishay-International Rectifier would provide customers a broader and more fully integrated product and technology portfolio that will enable us to better address their needs."

Vishay also announced that it has provided notice in accordance with IR’s bylaws of Vishay’s intention to nominate three independent candidates for election to the IR Board of Directors at the 2007 Annual Meeting of Stockholders. IR has delayed this Annual Meeting since 2007 and it is now scheduled to be held on October 10, 2008. IR stockholders of record as of September 19, 2008 are entitled to vote at the 2007 Annual Meeting. Vishay intends to file in the near future with the Securities and Exchange Commission proxy solicitation materials in connection with IR’s delayed 2007 Annual Meeting.

Vishay has notified IR that it intends to nominate the following candidates for election as IR’s three Class I directors: Ronald M. Ruzic, William T. Vinson, and Yoram (Jerry) Wind. Prior to retiring in 2003, Ruzic was Executive Vice President of BorgWarner Inc. since 1992 and Group President of BorgWarner Automotive Inc. since 1989. Vinson is currently a Director and the Chairman of Siemens Government Services Inc.. Wind is the Lauder Professor and Professor of Marketing and Director of SEI Center for Advanced Studies in Management at The Wharton School, the business school of the University of Pennsylvania.

Vishay has also notified IR that it intends to seek stockholder approval at the delayed 2007 Annual Meeting of certain amendments to IR’s bylaws. One such amendment would require IR to hold its 2008 Annual Meeting of Stockholders to elect Class II directors by December 21, 2008. Class II directors were previously elected by the stockholders in November 2005 and IR recently announced its intention that the election of Class II directors would not be held until "early 2009".

"International Rectifier’s stockholders deserve to be represented by directors who will not deprive them of an opportunity to receive a significant cash premium for their shares," continued Dr. Zandman. "All of our nominees have proven track records in their areas of expertise and have committed that, if elected, they will exercise their independent judgment as directors in accordance with their fiduciary duties. Vishay is confident they would seek to work with the existing members of the Board to determine the best course of action for International Rectifier’s stockholders."

Vishay also announced that it has commenced litigation in the Delaware Chancery Court regarding the timing of IR’s delayed 2007 and 2008 Annual Meetings and its proposed bylaw amendments.