International Rectifier says 'no' to latest offer; Vishay launches proxy contest

By Lisa Kerner

Charlotte, N.C., Sept. 16 - International Rectifier Corp.'s board of directors rejected Vishay Intertechnology, Inc.'s revised offer to acquire the company for $23.00 per share.

The El Segundo, Calif., power management technology company had turned down Vishay's prior all-cash offer to acquire the company for $21.22 per share.

The board believes the latest offer, valued at $1.7 billion, "significantly" undervalues the future prospects of International Rectifier, a company news release said.

Board chairman Richard J. Dahl called Vishay's proposal "an opportunistic attempt" by Vishay to capture value that belongs to the shareholders of International Rectifier.

Dahl, in a letter to Vishay, said International Rectifier will not engage in discussions regarding a sale of the company to Vishay.

According to Dahl, $23.00 per share is not a reasonable starting point for negotiations.

Vishay said it was disappointed in the company's decision not to enter into negotiations and plans to take its offer directly to International Rectifier's stockholders.

According to Vishay, its offer provides far greater value than what International Rectifier could achieve on its own.

Vishay seeks changes

Vishay filed a preliminary proxy statement with the Securities and Exchange Commission regarding its nomination of three independent candidates for election to International Rectifier's board at the delayed 2007 annual meeting on Oct. 10.

The candidates are Ronald M. Ruzic, William T. Vinson and professor Yoram (Jerry) Wind.

Vishay is also seeking to amend International Rectifier's bylaws to require the company to hold its 2008 annual meeting to elect class II directors by Dec. 21.

Dahl accused Vishay of using "heavy-handed and disruptive tactics" in its efforts to have its hand-picked slate elected.

The chairman urged stockholders to re-elect Mary B. Cranston, Thomas A. Lacey and Jack O. Vance and against Vishay's proposed amendments to the bylaws.

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

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