Vishay Intertechnology increases offer for International Rectifier, will seek board representation

By Lisa Kerner

Charlotte, N.C., Sept. 10 - Vishay Intertechnology, Inc. upped its offer for International Rectifier Corp. to $23.00 per share, or approximately $1.7 billion, it was announced on Wednesday.

International Rectifier recently rejected Vishay's all-cash offer to acquire the company for $21.22 per share.

Vishay said it plans to begin a tender offer to purchase all of the outstanding shares of International Rectifier common stock at the new $23.00-per-share offer price.

Dr. Felix Zandman, Vishay founder and executive chairman of the board, said International Rectifier has refused to discuss a business combination with Vishay, forcing Vishay to take its offer directly to International Rectifier's stockholders.

International Rectifier said it will review the proposal and urged shareholders not to take any action with respect to the offer.

"We wish to clarify that we have not entered into negotiations with Vishay because it had submitted, until today, only one proposal, for $21.22 per share on August 14, that was rejected by our board," International Rectifier chairman of the board Richard Dahl said in a statement.

"The board declined subsequent requests for negotiations since there was no change in a proposal that our board had determined was opportunistic, inadequate and not in the best interests of the company and its shareholders," Dahl added.

In a Vishay news release, Zandman said Vishay is committed to bringing the two companies together "to create a global leader in the manufacturing of power integrated circuits, discrete semiconductors and passive electronic components."

"Our increased all-cash proposal provides International Rectifier's stockholders with an opportunity to realize significant premium value for their investment in International Rectifier," Zandman said.

Vishay wants to change board, bylaws

Vishay said it intends to nominate three independent candidates for election to the International Rectifier board at the delayed 2007 annual meeting on Oct. 10. Record date for the meeting is Sept. 19.

Vishay's nominees are:

• Ronald M. Ruzic, former executive vice president of BorgWarner Inc.;

• William T. Vinson, a director and the chairman of Siemens Government Services, Inc.; and

• Yoram (Jerry) Wind, Lauder Professor, 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.

Also at the meeting, Vishay will seek shareholder support to amend International Rectifier's bylaws. One amendment would require the company to hold its 2008 annual meeting by Dec. 21 for the purpose of electing class II directors.

According to Vishay, International Rectifier said it would hold the election in early 2009.

Vishay began litigation in the Delaware Chancery Court regarding the timing of International Rectifier's delayed 2007 and 2008 annual meetings and its proposed bylaw amendments, the release stated.

Banc of America Securities LLC is advising Vishay. Innisfree M&A Inc. is the information agent and proxy solicitor.

International Rectifier is a power management technology company located in El Segundo, Calif.

Vishay is a Malvern, Pa.-based manufacturer of discrete semiconductors and passive electronic components.

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