Vishay commences tender offer for IR

Vishay also has begun mailing its definitive proxy statement with respect to IR's delayed 2007 annual meeting of stockholders scheduled to be held on October 10.

By Suzanne Deffree, Managing Editor, News -- Electronic News, 9/29/2008

Despite a slowdown in discretes and the overall rocky economic situation, Vishay Intertechnology Inc is not giving up in its quest to acquire International Rectifier Corp.

The company today announced that its wholly owned subsidiary has commenced a tender offer to acquire all of IR's outstanding shares of common stock for $23 per share in cash.

The move comes after IR has repeatedly rejected Vishay's offers, the latest of which was valued at $23 a share or approximately $1.7 billion.

Vishay pointed out that the $23 price represents a 30% premium over IR's average closing price for the 30 trading days preceding its original $1.6 billion acquisition proposal made on August 15. Since then, the Philadelphia Semiconductor Sector Index (SOXX) has dropped 15% and the trading prices of IR's peer group have dropped 21%, Vishay reported. IR was trading at $19.73, up 3 cents on its previous close, as of 12:32pm eastern time this afternoon.

"We believe our $23 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," Felix Zandman, founder and executive chairman of Vishay, said in a statement this morning. "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. We are confident that International Rectifier's stockholders, the owners of the company, will recognize the full, fair and immediate value of our $23 per share cash offer."

IR has yet to comment on Vishay's tender offer. However, IR on September 16 rejected its competitor's $23 a share offer with Chairman Richard Dahl stating the unsolicited bid "significantly undervalues the future prospects of the company when compared to the value that we expect our new strategic plan to deliver to our shareholders."

The tender offer is scheduled to expire at midnight eastern time on October 27, unless extended.

Vishay also announced today that it has commenced mailing its definitive proxy statement with respect to IR's delayed 2007 annual meeting of stockholders scheduled to be held on October 10. The company has nominated three independent directors and proposed bylaw amendments, which will be voted on at the meeting.

If the nominees are elected to IR's board, they will hold three of IR's total eight board seats. Vishay's proposed three amendments to IR's bylaws aim to ensure the 2008 annual meeting is held no later than December 21, to limit directors from serving beyond their three-year terms without stockholder approval, and to prevent IR from adjourning its annual meeting without the approval of a majority of stockholders present or represented by proxy at the meeting.