UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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International Rectifier Corporation
(Name of Registrant as Specified in
its Charter)
Vishay Intertechnology, Inc.
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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September 29,
2008
Dear International Rectifier Stockholder,
At International Rectifiers 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 Rectifiers Board cannot ignore.
VISHAYS
$23.00 PER SHARE CASH OFFER PROVIDES SUPERIOR VALUE
Vishays $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 Rectifiers average
closing price for the 30 trading days preceding our original
acquisition proposal, and a premium of more than 70% over
International Rectifiers enterprise
value1
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 Rectifiers
peer group have dropped
21%.2
Two leading analysts currently have a $16 price target for
International
Rectifier.3
One of them recently said that, absent Vishays premium
offer, International Rectifiers stock would likely
fall below the pre-deal price toward a C09-based fundamental
value near $16 . .
.4
DONT
BELIEVE INTERNATIONAL RECTIFIERS AGGRESSIVE
AND OPTIMISTIC ROADMAP
International Rectifiers 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.5
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.
ELECT
THREE HIGHLY QUALIFIED, INDEPENDENT DIRECTORS
In refusing to recognize the merits of Vishays all-cash
premium offer, we believe the International Rectifier Board has
ignored its responsibilities to maximize the value of your
investment. We believe the Board should be held accountable for
that and also for its failed stewardship of a company that is
spending over $125 million to investigate accounting and
tax improprieties that occurred on its watch. In this regard, we
note that half the
1 International
Rectifiers average closing price for the 30 trading days
preceding Vishays original proposal (announced on
August 15, 2008) adjusted for International
Rectifiers net cash balance of approximately $10.20 per
share as of June 30, 2008
Form 10-K.
2 IRF
peer group defined as including: ON Semiconductor, Diodes,
KEMET, Epistar, Yageo, Murata Manufacturing, EPCOS, Fairchild
Semiconductor, AVX Corp., STMicroelectronics, and Rohm Co. Ltd.
3
Citigroup Report dated September 24, 2008, Craig Ellis, and
Lehman Brothers Report dated August 15, 2008, Romit Shah,
permission neither sought nor obtained.
4 Citigroup
Report dated September 24, 2008, Craig Ellis, permission to
use quotations was neither sought nor obtained.
5
First Call, Craig Ellis, Citigroup, September 22 and 24, 2008,
permission to use quotations was neither sought nor obtained.