Transaction Valuation* | Amount of Filing Fee | ||||
$1,750,380,546 | $68,790 | ||||
* | Estimated for purposes of calculating the amount of the filing fee only. The amount of the filing fee is calculated by multiplying the total transaction value by 0.0000393. The transaction value was calculated by adding the sum of (i) 75,875,672 shares of common stock, par value $1.00 (Common Stock), of International Rectifier Corporation (the Company) reported by the Company to be outstanding as of September 19, 2008, less 1,100 shares of common stock owned by Vishay Intertechnology, Inc., and multiplied by $23.00 per share, (ii) (a) 284,000 shares that may be subject to issuance pursuant to the exercise of stock options or the settlement of restricted stock units reported by the Company to be outstanding as of June 30, 2008, multiplied by (b) the amount equal to $23.00 per share minus $11.69 (the weighted average exercise price of such outstanding options), and (iii) (a) 845,000 shares that may be subject to issuance pursuant to the exercise of stock options or settlement of restricted stock units reported by the Company to be outstanding as of June 30, 2008, multiplied by (b) the amount equal to $23.00 per share minus $20.57 (the weighted average exercise price of such outstanding options). | |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: Not applicable. | Filing Party: Not applicable. | |||
Form or Registration No.: Not applicable. | Date Filed: Not applicable. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |
Check the appropriate boxes below to designate any transactions to which the statement relates: | ||
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. | |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨ |
(a)(1)(A) | Offer to Purchase dated September 29, 2008. |
|
(a)(1)(B) | Letter of Transmittal. |
|
(a)(1)(C) | Notice of Guaranteed Delivery. |
|
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. |
|
(a)(1)(F) | IRS Form W-9 (Request for Taxpayer Identification Number and Certification),
including instructions for completing the form. |
|
(a)(1)(G) | Summary Advertisement, published September 29, 2008. |
|
(a)(1)(H) | Press
Release issued by Vishay Intertechnology, Inc. on September 29, 2008. |
|
(a)(1)(I) | Presentation
regarding Proposed Acquisition of International Rectifier Corporation, dated
September 2008 (previously filed under cover of Schedule TO-C on September 24,
2008). |
|
(a)(1)(J) | Press Release issued by Vishay Intertechnology, Inc. on September 16, 2008 (previously filed under
cover of Schedule TO-C on September 16, 2008). |
|
(a)(1)(K) | Press Release issued by Vishay Intertechnology, Inc. on September 15, 2008 (previously filed as
Exhibit 99.1 under cover of Form 8-K on September 15, 2008). |
|
(a)(1)(L) | Press Release issued by Vishay Intertechnology, Inc. on September 10, 2008 (previously filed as
Exhibit 99.1 under cover of Form 8-K on September 10, 2008). |
|
(a)(1)(M) | Letter
to Employees of Vishay Intertechnology, Inc., dated September 10, 2008 (previously filed as
Exhibit 99.2 under cover of Form 8-K on September 10, 2008). |
|
(a)(1)(N) | Letter
to Stockholders of International Rectifier Corporation, dated
September 29, 2008 (previously filed under cover of
Schedule 14A on September 29, 2008). |
|
(b) | None. |
|
(d) | None. |
|
(g) | None. |
|
(h) | None. |
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VISHAY INTERTECHNOLOGY, INC. | ||||||
By: |
/s/ Lior E. Yahalomi
|
|||||
Title: Executive Vice President and Chief Financial Officer | ||||||
IR ACQUISITION CORP. | ||||||
By: |
/s/ Lior E. Yahalomi
|
|||||
Title: Chairman and President |
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(a)(1)(A) | Offer to Purchase dated September 29, 2008. |
|
(a)(1)(B) | Letter of Transmittal. |
|
(a)(1)(C) | Notice of Guaranteed Delivery. |
|
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(E) | Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(F) | IRS Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions
for completing the form. |
|
(a)(1)(G) | Summary Advertisement, published September 29, 2008. |
|
(a)(1)(H) | Press Release issued by Vishay Intertechnology, Inc. on September 29, 2008. |
|
(a)(1)(I) | Presentation
regarding Proposed Acquisition of International Rectifier Corporation, dated September 2008
(previously filed under cover of Schedule TO-C on September 24, 2008). |
|
(a)(1)(J) | Press Release issued by Vishay Intertechnology, Inc. on September 16, 2008 (previously filed under cover of Schedule TO-C
on September 16, 2008). |
|
(a)(1)(K) | Press
Release issued by Vishay Intertechnology, Inc. on September 15, 2008 (previously filed as Exhibit 99.1 under cover
of Form 8-K on September 15, 2008). |
|
(a)(1)(L) | Press Release issued by Vishay Intertechnology, Inc. on September 10, 2008 (previously filed as Exhibit 99.1 under cover
of Form 8-K on September 10, 2008). |
|
(a)(1)(M) | Letter to Employees of Vishay Intertechnology, Inc., dated September 10, 2008 (previously filed as Exhibit 99.2 under
cover of Form 8-K on September 10, 2008). |
|
(a)(1)(N) | Letter
to Stockholders of International Rectifier Corporation, dated
September 29, 2008 (previously filed under cover of
Schedule 14A on September 29, 2008). |
|
(b) | None. |
|
(d) | None. |
|
(g) | None. |
|
(h) | None. |
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