Vishay Mails Letter to International Rectifier Stockholders

Business Wire, Oct 2, 2008

Urges International Rectifier Stockholders to Vote the BLUE Proxy Card Today

FOR Vishay's Independent Director Nominees and Bylaw Amendment Proposals

MALVERN, Pa. -- Vishay Intertechnology, Inc. (NYSE: VSH) today mailed the following letter to the stockholders of International Rectifier (NYSE: IRF):

October 2, 2008

Dear International Rectifier Stockholder,

The 2007 Annual Meeting of International Rectifier Stockholders is just days away. We need your support to ELECT three highly qualified independent nominees committed to maximizing stockholder value and to approve Bylaw proposals that will guarantee your right to elect directors of your choice. We urge you to vote TODAY by Internet or telephone by following the simple instructions on the enclosed BLUE proxy card.

WHOSE INTERESTS IS THE INCUMBENT BOARD PROTECTING?

As you probably know, the meeting scheduled for October 10 will be the first time stockholders have had the chance to vote for directors of the company since November 2006. Since that time, International Rectifier's Board of Directors has been in the process of spending over $125 million of your company's money to investigate years of accounting and financial improprieties. That Board now consists of four directors who were in office while those improprieties occurred, while the other four are their hand-picked appointees.

These Board members have consistently refused to meet with Vishay to discuss our premium all-cash offer. Instead of working to maximize stockholder value, they have been careful to protect their own interests, adopting unusual indemnification provisions to avoid accountability for their actions, and, most egregiously, accelerating the vesting of stock options that they have awarded to themselves to maximize their own benefits if they are voted out of office.

During the past fiscal year, the four directors who have remained in office since the last stockholder meeting paid themselves more than $1,000,000 in aggregate. One director alone, Jack O. Vance, who has been on the Board for twenty years, who is on the Compensation Committee of the Board, and who is running yet again, was paid $418,587 in the past year. Is it any wonder that they are eager to keep their jobs?

YOU CAN MAKE THE DIFFERENCE: ELECT THREE HIGHLY-QUALIFIED, INDEPENDENT DIRECTORS TO REPRESENT YOUR INTERESTS

Vishay has nominated three highly-qualified, independent director candidates to serve as Class I directors on your Board:

[TABLE OMITTED]

Each of these director nominees is committed to acting independently to maximize the value of International Rectifier's shares and protecting the value of your investment.

THIS ELECTION IS ABOUT ALLOWING STOCKHOLDERS

TO CHOOSE FOR THEMSELVES

Vishay has offered to pay you $23.00 in cash for each share that you own. Vishay strongly believes that this offer represents full, fair and immediate value for your investment and that management's newly-revamped projections for future growth are unrealistic and, frankly, not credible. To give but one example, ask yourself how it could be that a target of 15% longer-term operating margin, which International Rectifier set for itself during its August 4, 2008 conference call on its restatement results-before Vishay's premium offer-has suddenly grown 33% to become a 20% target in its recent response to Vishay's offer! Leading industry analysts share our skepticism.

In part, this election is about Vishay's premium offer, because without your support in electing three new directors who are open to considering Vishay's proposal, we cannot proceed. But more important, this election is about whether you will have the opportunity to consider and choose to accept for yourself any transaction -- without interference from what we believe is an entrenched, unresponsive and self-serving Board of Directors. If Vishay's independent director nominees are elected at the 2007 Annual Meeting, they would constitute a minority of International Rectifier's Board, representing only three of eight seats. Our nominees are not committed to Vishay's offer; they are committed only to fair consideration of any and all proposals to maximize stockholder value.

Likewise, the proposed Bylaw amendments do not favor Vishay in any way, but ensure only that the too-long-delayed 2007 Annual Meeting is not further postponed, that the 2008 Annual Meeting takes place in 2008, and that directors whose terms expire this year are put up for re-election without further delay.

VOTE THE BLUE PROXY CARD TODAY

The upcoming 2007 Annual Meeting is an important opportunity for you-the owners of International Rectifier- to send a strong message to your Board that you require directors who will fairly consider Vishay's premium proposal and take the necessary steps to maximize stockholder value. Vote FOR the election of three independent nominees and the proposed Bylaw amendments listed on the BLUE proxy card TODAY. It's your investment; it's your company; it's your right to decide its future.

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Very truly yours,   <  <  <  <  <  <  <







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Dr. Felix Zandman   <  <  <  <  <  <  <






Dr. Gerald Paul
Executive Chairman  <  <  <  <  <  <  <






Chief Executive Officer
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