Vishay Commences Tender Offer for International Rectifier Corporation

Business Wire, Sept 29, 2008

Commences Mailing Of Definitive Proxy Statement For International Rectifier's Delayed 2007 Annual Meeting

MALVERN, Pa. -- Vishay Intertechnology, Inc. (NYSE: VSH) today announced that its wholly owned subsidiary has commenced a tender offer to acquire all of the outstanding shares of common stock of International Rectifier Corporation (NYSE: IRF) for $23.00 per share in cash, in furtherance of its previously announced acquisition proposal.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on October 27, 2008, unless extended. The full terms, conditions and other details of the tender offer are set forth in the offering documents that Vishay will be filing today with the Securities and Exchange Commission.

The $23.00 price represents a 30% premium over International Rectifier's average closing price for the 30 trading days preceding the August 15, 2008 announcement of Vishay's original acquisition proposal. Since then, the Philadelphia Semiconductor Sector Index (SOXX) has dropped 15% and the trading prices of International Rectifier's peer group have dropped 21%.1

Dr. Felix Zandman, Founder and Executive Chairman of Vishay, said, "We believe our $23.00 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. 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 $23.00 per share cash offer."

Vishay also announced today that it has commenced mailing its definitive proxy statement with respect to International Rectifier's delayed 2007 Annual Meeting of Stockholders scheduled to be held on October 10, 2008. Vishay urges all International Rectifier stockholders to vote FOR its three independent director nominees and proposed Bylaw amendments on the BLUE proxy card without delay.

At International Rectifier's 2007 Annual Meeting, International Rectifier stockholders will have the opportunity to vote FOR the election of three highly-qualified and independent director candidates - Ronald M. Ruzic, William T. Vinson and Professor Yoram (Jerry) Wind - to serve as Class One directors on International Rectifier's Board. Vishay noted that if its three independent director nominees are elected at the 2007 Annual Meeting, they will constitute a minority of International Rectifier's Board, representing only three of eight seats.

At International Rectifier's 2007 Annual Meeting, stockholders will also have the opportunity to vote FOR three amendments to International Rectifier's Bylaws, which are designed to ensure that the 2008 Annual Meeting (to elect Class Two directors) is held no later than December 21, 2008, to prevent International Rectifier's directors from serving beyond their three-year terms without stockholder approval, and to prevent International Rectifier from adjourning its 2007 Annual Meeting without the approval of a majority of stockholders present or represented by proxy at the meeting.

Along with the proxy, Vishay sent the following letter to International Rectifier stockholders:

September 29, 2008

Dear International Rectifier Stockholder,

At International Rectifier's long overdue 2007 Annual Meeting on October 10th, you will have an opportunity to vote on the BLUE proxy card FOR three well qualified independent director nominees and proposed Bylaw amendments that would require, among other things, that International Rectifier - like other companies - hold its 2008 Annual Meeting in 2008! By electing directors who are committed to maximizing the value of your investment, you will send a strong message that International Rectifier's Board cannot ignore.

VISHAY'S $23.00 PER SHARE CASH OFFER PROVIDES SUPERIOR VALUE

Vishay's $23.00 per share all-cash offer represents full, fair and immediate value for your investment in International Rectifier. $23.00 per share represents a premium of 30% over International Rectifier's average closing price for the 30 trading days preceding our original acquisition proposal, and a premium of more than 70% over International Rectifier's enterprise value2 for that period.

Since we announced our acquisition proposal on August 15, the Philadelphia Semiconductor Sector Index (SOXX) has dropped 15% and the trading prices of International Rectifier's peer group have dropped 21%.3 Two leading analysts currently have a $16 price target for International Rectifier.4 One of them recently said that, absent Vishay's premium offer, International Rectifier's stock "would likely fall below the pre-deal price toward a C09-based fundamental value near $16 . . ."(5)

DON'T BELIEVE INTERNATIONAL RECTIFIER'S "AGGRESSIVE" AND "OPTIMISTIC" ROADMAP

International Rectifier's Board of Directors has refused to negotiate a mutually beneficial transaction with Vishay, and instead is promoting a three-year turnaround "roadmap" that is, as a leading independent research analyst described, "too aggressive" and "an optimistic outlook indeed."6 The dramatic "improvements" that International Rectifier is now touting, only six weeks after first announcing its already speculative plan, raise serious credibility questions. In its Form 10-K filed on September 15, 2008, International Rectifier emphasized the serious risks facing it and its "strategic turnaround program," including ongoing material weaknesses in its financial controls.