Business Services Industry
Vishay Sets the Record Straight
Business Wire, Oct 8, 2008
Urges International Rectifier Stockholders to Vote FOR Experienced and Independent Director Nominees on the BLUE Proxy Card
MALVERN, Pa. -- Vishay Intertechnology, Inc. (NYSE: VSH) today issued the following statement regarding the upcoming election of directors at International Rectifier Corporation's (NYSE: IRF) delayed 2007 Annual Meeting, scheduled to be held on October 10, 2008:
International Rectifier has been issuing a lot of statements lately about Vishay, our $23 all-cash premium offer and the three independent nominees we are proposing for your Board. They are trying to make this matter complicated; we believe it is straightforward. Here is what you, International Rectifier's stockholders, should know as you cast your vote at the upcoming much-delayed 2007 annual meeting:
* Vishay has made a $23 all-cash offer. This price offers a substantial premium for International Rectifier stockholders. Even before the most recent market turmoil, leading analysts set a price target for International Rectifier stock of $16 per share.
* The key to International Rectifier's rejection of Vishay's premium offer is its highly aggressive "turnaround" plan (the "strategic roadmap"). International Rectifier improved this plan dramatically - and we believe, not credibly - shortly after Vishay made its offer.
* Vishay is willing to consider further increasing its $23 offer. We have requested International Rectifier to substantiate its turnaround plan - including the $60 million reduction in cost of goods sold and the projected substantial increase in revenues and gross margin. If International Rectifier can demonstrate additional value that we have overlooked, we will further increase our offer price.
* The current members of International Rectifier's Board have continually refused to meet or negotiate with Vishay. However, in response to our offer, they acted immediately to improve their own benefits package and their own protections against liability for their actions. The Board has spent enormous sums to address accounting improprieties that occurred on its watch - and paid themselves so well that it is fair to question their independence.
* The three individuals Vishay has nominated as directors are highly qualified and truly independent. They are not committed to Vishay's offer; they are committed only to fair consideration of any and all proposals to maximize stockholder value.
* The leading independent proxy advisory firm, RiskMetrics (formerly Institutional Shareholder Services), recommends that stockholders vote for Vishay's nominees. RiskMetrics (ISS) correctly notes that "since the IRF board is staggered, Vishay will not capture 'control' of the board" so "it appears the downside risk of supporting the dissident nominees is minimal" while "the downside risk of not supporting the dissident nominees could be significant."
* This election is about whether you, the stockholders, will have the opportunity to consider and choose to accept the Vishay offer or any other possible value-maximizing transaction. Don't entrust the future of your investment to what we believe is an entrenched and self-serving Board. Without your support in electing three new directors, Vishay will not proceed with its offer.
THE CHOICE IS CLEAR. Vote the BLUE proxy today.
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.
About Vishay Intertechnology, Inc.
Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. Its product innovations, successful acquisition strategy, and ability to provide "one-stop shop" service have made Vishay a global industry leader. Vishay can be found on the Internet at http://www.vishay.com.
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