Vishay begins tender offer to acquire International Rectifier for $23 per share

By Lisa Kerner

Charlotte, N.C., Sept. 29 - Vishay Intertechnology, Inc., through a wholly owned subsidiary, began its $23-per-share cash tender offer for International Rectifier Corp., it was announced on Monday.

The offer is set to expire at midnight ET on Oct. 27, a Vishay news release said.

According to Vishay, the $23.00 offer price is a 30% premium over International Rectifier's average closing price for the 30 trading days preceding the Aug. 15 announcement of Vishay's original acquisition proposal.

"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," Dr. Felix Zandman, founder and executive chairman of Vishay, said in the release.

"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," Zandman said.

International Rectifier's board reaffirmed its belief that Vishay's offer is not in the best interest of the company or its shareholders in a statement released late Monday.

"Although Vishay made its initial proposal on Aug. 15, it has yet to secure commitments to fund its offer," Richard J. Dahl, International Rectifier's chairman of the board, said in the release.

"Instead, Vishay has chosen to launch a highly conditional offer that is subject to Vishay's receipt of the proceeds of financing, which Vishay has stated that it is still 'working' on obtaining and which it may never obtain, particularly in today's turbulent credit markets."

International Rectifier, an El Segundo, Calif., power management technology company, rejected Vishay's prior all-cash offer to acquire the company for $21.22 per share, it was previously noted. The company believes Vishay's latest offer, valued at $1.7 billion, "significantly" undervalues the future prospects of International Rectifier, a prior International Rectifier news release said.

Vishay also began mailing its definitive proxy statement with respect to International Rectifier's delayed 2007 annual meeting of stockholders to be held on Oct. 10, urging stockholders to vote for Vishay's three independent director nominees: Ronald M. Ruzic, William T. Vinson and professor Yoram (Jerry) Wind.

International Rectifier's stockholders are also asked by Vishay to vote in favor of three amendments to the company's bylaws:

• To ensure that the 2008 annual meeting to elect class II directors is held no later than Dec. 21;

• To prevent International Rectifier's directors from serving beyond their three-year terms without stockholder approval; and

• To prevent International Rectifier from adjourning its 2007 annual meeting without the approval of a majority of stockholders present or represented by proxy at the meeting.

Dahl has accused Vishay of using "heavy-handed and disruptive tactics" in its efforts to have its hand-picked slate elected. The chairman, in a prior news release, urged International Rectifier 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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