Vishay may withdraw offer for International Rectifier if its director nominees are rejected

By Angela McDaniels

Tacoma, Wash., Oct. 7 - Vishay Intertechnology Inc. encouraged International Rectifier Corp. shareholders to vote for its director nominees at the delayed 2007 annual meeting on Friday in order to preserve their opportunity to consider acquisition offers for the company.

"If you do not elect Vishay's three independent nominees, you would in our view be authorizing the incumbent board to hide behind its takeover defenses and 'just say no' to any acquisition proposals - and we would be forced to withdraw our offer," Vishay said in a Tuesday letter to shareholders included in a news release.

Vishay said its three independent nominees - Ronald M. Ruzic, William T. Vinson and professor Yoram (Jerry) Wind - are not committed to Vishay's offer, "they are committed only to fair consideration of any and all proposals to maximize stockholder value."

Vishay began a $23-per-share tender offer for the company on Sept. 29 and said it would be willing to increase the offer if International Rectifier, through good-faith negotiations, demonstrated that the increase is justified.

International Rectifier chairman Richard J. Dahl called the move a "ploy."

"A hypothetical increase to an already hypothetical, highly conditional offer should be viewed as yet another attempt to distract shareholders from the serious risks of accepting Vishay's nominees and bylaw proposals," Dahl said in a company statement on Monday.

The tender offer expires at midnight ET on Oct. 27.

As previously reported, Vishay wants International Rectifier's stockholders 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.

According to International Rectifier, independent proxy advisory firms Glass Lewis & Co., Proxy Governance and Egan-Jones Proxy Services recommended that its shareholders vote in favor of the company's nominees and against Vishay's nominees and other proposals.

International Rectifier is an El Segundo, Calif., power management technology company.

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

Mentioned in this article:

Vishay Intertechnology Inc. NYSE: VSH

International Rectifier Corp. NYSE: IRF

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