Business Services Industry
Vishay Issues Open Letter to International Rectifier Stockholders
Business Wire, Oct 7, 2008
Urges International Rectifier Stockholders to Vote FOR Experienced and Independent Director Nominees on the BLUE Proxy Card
MALVERN, Penn. -- Vishay Intertechnology, Inc. (NYSE: VSH) today issued the following open letter to International Rectifier Corporation (NYSE: IRF) stockholders regarding the upcoming election of directors at International Rectifier's delayed 2007 Annual Meeting, scheduled to be held on October 10, 2008:
Dear International Rectifier Stockholder,
Only hours after Vishay indicated its willingness to consider further increasing its $23.00 per share cash offer, International Rectifier, once again, rejected our proposal out of hand. Although disappointing, International Rectifier's reaction is consistent with its conduct so far.
At International Rectifier's long-delayed Annual Meeting on October 10th, stockholders will have an opportunity to send a strong message to the current board by electing three highly qualified directors who are entirely independent of Vishay. To protect your investment, we urge you to vote the BLUE proxy today--by telephone, internet or by signing and returning the BLUE proxy card in the envelope provided.
IN OUR VIEW, INTERNATIONAL RECTIFIER'S BOARD IS NOT SERVING
THE BEST INTERESTS OF ITS STOCKHOLDERS
We believe that International Rectifier's current board has failed to serve the best interests of its stockholders on many different levels. We believe that:
* International Rectifier's board has failed to maximize stockholder value by refusing to enter into discussions with Vishay regarding our $23.00 per share all-cash premium offer and rejecting out of hand our willingness to increase it if International Rectifier can, through good faith negotiations, demonstrate to Vishay that a further price increase is justified;
* International Rectifier's board members have instead acted to benefit themselves. Shortly after announcement of Vishay's offer, the board adopted indemnification agreements which are extremely favorable to the directors and brazenly amended the directors' own stock option packages to provide enhanced benefits for themselves if they are not re-elected;
* International Rectifier's board is spending more than $125 million of stockholders' money to investigate accounting and financial improprieties that occurred on its watch (without disclosing to whom such staggering amounts are being paid); notwithstanding these enormous costs, International Rectifier admits in its recent Form 10-K that it still has material weaknesses in its internal controls;
* Over the past year, over $1 million was paid to International Rectifier's four current non-management directors who were in office during the period in which the accounting and financial improprieties occurred. Of this amount, $418,587 alone was paid to 83-year old Jack Vance, who is seeking re-election for another three-year term. Dr. Vance has sat on the board for the past 20 years, including acting as chairman of the audit committee while the accounting and financial improprieties occurred, and as lead director during the $125 million restatement process. Dr. Vance also served as a director of Semtech Corporation, which was required to restate its earnings due to stock options granted while he served on Semtech's compensation committee. International Rectifier says he is "an important source of continuity," but we believe what is really needed is change rather than the kind of continuity which the board has provided so far.
THE FUTURE OF YOUR INVESTMENT IS AT STAKE
Protect your investment! Remember, if the independent director nominees are elected at the 2007 Annual Meeting, they would constitute only a minority of International Rectifier's board, holding three of eight seats. Do not be misled by International Rectifier--the three independent nominees put forth by Vishay are not committed to Vishay's offer; they are committed only to fair consideration of any and all proposals to maximize stockholder value.
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. You can preserve your opportunity to consider Vishay's premium $23.00 offer (or any other higher offer which may be forthcoming) by voting the BLUE proxy today.
Thank you for your consideration,
Dr. Felix Zandman Dr. Gerald Paul
Executive Chairman Chief Executive Officer
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.
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