RiskMetrics Recommends International Rectifier Stockholders Vote for Vishay's Three Independent Director Nominees on the Blue Proxy Card

Business Wire, Oct 6, 2008

MALVERN, Pa. -- Vishay Intertechnology (NYSE: VSH) today announced that RiskMetrics Group (formerly Institutional Shareholder Services or "ISS") recommends that stockholders of International Rectifier Corporation (NYSE: IRF) vote FOR the election of Vishay's three highly-qualified and independent director nominees - Ronald M. Ruzic, William T. Vinson and Professor Yoram (Jerry) Wind - at International Rectifier's delayed 2007 Annual Meeting scheduled to be held on October 10, 2008.

RiskMetrics (ISS) is the leading independent U.S. proxy advisory firm and its voting analyses and recommendations are relied upon by hundreds of major institutional investment funds, mutual funds and fiduciaries throughout the country.

In its October 3, 2008 report, RiskMetrics (ISS) noted1:

* "By voting for the three dissident nominees on Oct. 10, however, IRF Shareholders will help to keep alive what is in effect a $23 'put option.' The IRF board would receive a clear message from shareholders that it should not unreasonably stand in the way of an attractive offer. The incumbent directors would continue to be able to exert significant negotiating leverage as they would continue to constitute a majority of the board, and the board would have the time to deliver on its aggressive projections and/or run a sales process. In the meantime, the three new dissident directors would owe the typical fiduciary duties to shareholders and be subject to personal legal liability for a breach of the duty of loyalty if they were to self-deal to the benefit of Vishay and the detriment of IRF shareholders. Thus, it appears the downside risk of supporting the dissident nominees is minimal."

* "If IRF shareholders vote against the dissident nomineesO the lengthy waiting period before shareholders would be allowed to decide the issue [whether there should be a change in control at the board level] could cause Vishay to drop its bid altogether. If it were to do so, some commentators believe that the IRF share price would drop dramatically, an outlook which is also supported by our valuation analysis. Thus, the downside risk of not supporting the dissident nominees could be significant."

* "The Oct. 10, 2008 shareholder vote will only decide whether three dissident directors are elected to the eight-member boardO Since the IRF board is staggered, Vishay will not capture "control" of the board even if all three of the dissident nominees are elected. A second vote would be required to elect additional dissident nominees to constitute a majority of the board."

Dr. Felix Zandman, Founder and Executive Chairman of Vishay, said, "We are pleased that RiskMetrics (ISS), the nation's leading independent proxy advisory firm, has recommended that International Rectifier stockholders vote FOR our three independent and experienced director nominees. The RiskMetrics (ISS) recommendation reaffirms our conviction that International Rectifier stockholders should send a message to the incumbent Board by electing directors who are committed to maximizing value for all International Rectifier stockholders. RiskMetrics (ISS) is absolutely right that if International Rectifier stockholders do not elect our three independent director nominees, we would be forced to withdraw our tender offer. We urge all International Rectifier stockholders to follow the recommendation of RiskMetrics (ISS) and vote FOR the election of our three nominees on the BLUE proxy card today."

Separately, Vishay today issued a press release regarding its $23.00 per share cash offer. Vishay urges all International Rectifier stockholders to read that release.

As previously announced, on September 10, 2008, Vishay increased the price of its all-cash offer to acquire all of the outstanding shares of International Rectifier common stock to $23.00 per share. The offer represents a premium of 30% over International Rectifier's average closing price for the 30 trading days preceding the announcement of its original acquisition proposal on August 14, 2008, and a premium of more than 70% over International Rectifier's enterprise value2 for that period. On September 29, 2008, Vishay commenced a Tender Offer to purchase all of the outstanding shares of International Rectifier common stock for $23.00 per share in cash.

International Rectifier stockholders are reminded that their vote is very important regardless of the number of shares of common stock they own. Whether or not stockholders are able to attend International Rectifier's Annual Meeting in person, they should submit a BLUE proxy by Internet or by telephone as described on the BLUE proxy card, or sign and date the BLUE proxy card and return it as soon as possible.

International Rectifier stockholders may obtain copies of the tender offer documents or proxy solicitation materials which have been filed with the SEC at www.sec.gov. Free copies of such documents can also be obtained by calling Innisfree M&A Incorporated, toll-free at (877) 456-3402.

Stockholders who have questions or need assistance in submitting their BLUE proxy or voting their shares should contact Innisfree M&A Incorporated, which is assisting Vishay, toll-free at (877) 456-3402. Banks and brokers may call collect at (212) 750-5833.