Three of the Four Independent Proxy Voting Advisory Firms Recommend That IRF Shareholders Vote FOR THE BOARD'S INDEPENDENT DIRECTOR NOMINEES and AGAINST ALL OF THE VISHAY BY-LAW PROPOSALS
EL SEGUNDO, Calif.--(BUSINESS WIRE)--
International Rectifier Corporation (NYSE:IRF) said today that it
has filed with the Securities and Exchange Commission and mailed to
shareholders a letter highlighting the skepticism with which
independent proxy advisory firms and investment analysts have viewed
Vishay's proposals in advance of its Annual Meeting of Shareholders to
be held on October 10, 2008.
Richard J. Dahl, Chairman of the Board of International Rectifier
said: "We are very pleased by the strong support we have received from
the independent research analyst community and from three leading
independent proxy advisory services. This is further validation of
IRF's strategic roadmap as the clearly superior alternative to
Vishay's ill-advised, speculative and highly conditional offer."
The full text of the letter follows:
VOTE THE WHITE PROXY CARD FOR IRF'S DIRECTORS AT THE 2007 ANNUAL
MEETING
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REJECT VISHAY'S HIGHLY CONDITIONAL AND WHOLLY INADEQUATE $23.00 OFFER
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October 6, 2008
Dear Fellow Shareholder:
Your vote at the 2007 Annual Meeting of IRF Shareholders to be
held on October 10, 2008 is critical. As you know, International
Rectifier (NYSE: IRF) received an unsolicited, non-binding offer from
Vishay Intertechnology (NYSE:VSH) to acquire IRF for $23.00 in cash
per share, and Vishay has commenced a highly-conditional tender offer
at that price. Your Board of Directors has unanimously rejected the
$23.00 offer as financially inadequate and not in the best interests
of the Company and its stockholders. Vishay's offer is subject to an
extraordinary number of conditions, including the receipt of the
proceeds of financing which it has yet to obtain and may never obtain
in this turbulent credit market. These facts make your vote at the
2007 annual meeting a "high risk vote" given the potential disruption
and distraction Vishay's nominees might impose upon your Board of
Directors as they potentially seek to put the interests of Vishay
above those of IRF shareholders.
THREE OF THE FOUR INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND THAT IRF
SHAREHOLDERS SUPPORT YOUR BOARD'S NOMINEES AND REJECT VISHAY'S
NOMINEES AND ITS OTHER PROPOSALS
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Over the course of the past five days three major independent
proxy advisory firms -- Glass Lewis & Co., PROXY Governance and
Egan-Jones -- have recommended that IRF shareholders vote in favor of
your Board's highly-qualified, independent nominees and reject
Vishay's nominees and its other proposals.
In making its recommendation, Glass Lewis & Co, stated:
- "...Vishay has failed to convince us that IRF directors have
not acted in the best interests of shareholders, nor has the
Dissident established that its nominees would contribute
necessary expertise to the IRF board. In our opinion, the IRF
board has worked to proactively address the Company's
accounting investigation and restatement and, as noted, has
worked to revamp the executive Leadership of the Company over
the last year..."
In making its recommendation, PROXY Governance, stated:
- "We believe the incumbent board has demonstrated strong
commitment to the interests of all shareholders in pursuing
the investigation into financial and internal control issues,
driving a corporate restatement, and replacing a complicit
management team with both new personnel and strengthened
oversight. Because the Vishay tender offer gives shareholders
a more direct mechanism to express interest in a buyout, while
the dissident slate, lacking any alternative strategic vision,
would not clearly strengthen the company's chances for
recovery as a stand-alone entity, we believe shareholders
would be better served by electing the management slate of
directors..."
In making its recommendation, Egan-Jones, stated:
- "We are unpersuaded that the dissidents' nominees would bring
objectivity to the Board, as it appears that Vishay has
mounted the current contest with the objective of pursuing an
acquisition of the Company. 2) With respect to Vishay's
efforts to date to pursue a transaction with the Company, we
believe that the Company's Board has acted consistent with
shareholder interests..."
While the RiskMetrics Group did not come out in support the
Company's slate of directors, it made the following statement:
- "In contrast to the usual proxy contests where activist
dissident seeking representation on the target board to
influence the company strategy, operations, or capital
structure, here the dissident is a hostile acquirer that has a
clear intention to acquire the Company. As such, this analysis
will focus on Vishay's tender offer..."
Three out of four independent proxy firms overwhelmingly support
your Board's position. We are disappointed by the approach taken by
RiskMetrics as our shareholders will have the opportunity to opine on
the adequacy of the Vishay Offer independently from our Annual
Meeting. We especially disagree with the RiskMetrics contention that
this is a "low risk vote" particularly given the clear potential for
disruption and diversion that is likely to result from the activities
of directors with a mission. We do not believe that it is in the best
interest of our shareholders to encourage the appointment of directors
to our board whose sponsor, Vishay (i) has publicly criticized our
strategic plan, (ii) has asserted recission of a $300 million business
transaction, and (iii) is solely focused on acquiring International
Rectifier.
SIGNIFICANT SUPPORT FOR IRF'S POSITION FROM INDEPENDENT RESEARCH
ANALYSTS
- Since the publication of our strategic roadmap on September
15th, the research analysts who cover IRF have published
updated notes and views on the Company's outlook. These
reports continue to support the conclusion that IRF
shareholders should reject the election of the dissident
nominees and its opportunistic, ill-advised tender offer. We
have also set out below a selection of the commentary from
these recently published reports:
- Stephens Inc. (September 30, 2008): "We came away from the
meeting feeling better about IRF's retention of engineering
talent, which we view as being extremely critical.... All of
our conversations with large shareholders have indicated that
Vishay has a virtually nonexistent chance of being successful
with the bid in its current form. The shareholders we spoke
with believe that the $23 offer price undervalues IRF's
business..."
- FBR Capital Markets (September 30, 2008): "After reviewing the
investor presentations and proxy solicitations from IR and
Vishay, we believe there is little chance that IR will be sold
to Vishay because Vishay's $23 offer price is too low, in our
view... Even if Vishay were to raise its offer again, we still
do not think a deal would get done... We maintain our
Outperform rating...."
- Barclays Capital (September 29, 2008): "Though International
Rectifier is unlikely to accept Vishay's recent acquisition
proposal, we think the stock has limited downside given that
earnings are near a cyclical bottom, a large cash balance, and
a low valuation...."
- McAdams Wright Ragen (October 2, 2008): "Overall, we came away
increasingly confident in management's ability to execute on
its long-term strategy and realign IRF to deliver solid growth
and profitability over the next few years. ...we maintain that
Vishay is being opportunistic with its existing $23 offer and
that it does not fairly value IRF. We believe that an
independent IRF should deliver significantly better long-term
shareholder value."
WHEN IS AN OFFER NOT AN OFFER?
- In reviewing Vishay's tender offer documents, we are struck by
the extraordinary conditionality of the so-called "offer."
Vishay not only has yet to secure any financing commitments to
support the "offer," but they also have included so many
subjective and immaterial conditions that the "offer"
effectively becomes an option for Vishay to choose not to
proceed at its own discretion. We would encourage you to look
at the offer document itself with its endless repetitions of
conditions dependent on Vishay's "sole discretion,"
particularly without any content as to how that discretion
would be exercised.
- We have already highlighted for you the lack of financing
commitments for Vishay's "offer." Vishay itself acknowledges
in its Offer to Purchase the significant risk of obtaining the
financing necessary to complete the transaction, particularly
"in light of the current crisis in the U.S. financial services
industry." It has been six weeks since Vishay made its initial
proposal public on August 15, 2008 yet, according to Vishay's
own public statements, it is still "working with" Banc of
America and Morgan Stanley to secure commitments. No
definitive arrangements have been announced and no progress
report has been furnished. An offer without financing is
hardly an offer worthy of serious consideration.
- Even if Vishay eventually confirms it has received commitments
to fund the transaction, you should be sure to read the fine
print - to what conditions will the funding be subjected? How
certain will that financing be? Will it be dependent upon the
same or similar subjective conditions as Vishay's "offer"?
YOUR REJECTION OF VISHAY'S "CONFLICTED" NOMINEES IS CRITICAL
- This election is not just another "short slate" election where
dissident nominees will "shake up" a board.
- Support for the Vishay nominees would be an endorsement of a
mediocre and untimely offer -- which may never close given the
conditionality -- and could significantly undermine the
Board's negotiating leverage with Vishay or with any third
party if the Board determined to sell the Company.
- Indeed, if a sale process were to be commenced, how would
likely bidders for the Company respond if nominees from one of
the bidders -- Vishay -- were on the Board and a part of the
process? How could other bidders be sure of impartiality given
the $50,000 payment Vishay has made to each of its nominees?
- To be sure, now is not a sensible time to put the Company up
for sale. Except to seek to compel a sale of the Company in
one of the worst merger and credit markets in memory, what
would these three Vishay nominees add? Their presence on the
Board -- nominees of Vishay, which is threatening meritless
litigation against the Company -- could be very disruptive and
destabilizing. How can you be sure of their impartiality
vis-a-vis a litigation with Vishay given the $50,000 payment
each nominee is receiving from Vishay?
- The Company's Board and its management are seeking to create
significant shareholder value, and it is not in shareholders'
interests for the Board and management to be diverted and
frustrated in this goal and forced to function in a climate of
uncertainty. Support for the Board's nominees in October could
end this costly and unproductive distraction now.
ALL OF IRF'S NOMINEES ARE INDEPENDENT, EMINENTLY QUALIFIED AND SUPPORT
A PROGRAM TO DELIVER SHAREHOLDER VALUE
- One of the current Company nominees was appointed to the Board
in March 2008 and a second in May 2008 following a
comprehensive search and vetting process. Both have made
meaningful contributions to the Company's Board during their
relatively short tenure to date.
- The CEO and the Chairman of the Board are also new to the
Board -- 4 of the current 8 directors are new. The Company
does not need Vishay nominees to have a "fresh look."
- The third nominee, Dr. Jack Vance, performed the role of lead
independent director during the restatement process and has
been an important source of continuity for the subsequent
litigation and regulatory processes.
- These three Company nominees are part of a team designed for
and dedicated to shareholder value enhancement and, right now,
support the Company's strategic plan to achieve that goal.
KEEP THE BOARD AND NEW LEADERSHIP TEAM INTACT
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ALL OF VISHAY'S PROPOSED BYLAW AMENDMENTS ARE DESIGNED TO LIMIT THE
IRF BOARD'S ABILITY TO ACT IN THE BEST INTERESTS OF SHAREHOLDERS
- The IRF Board has stated that the 2008 annual meeting would be
held in early 2009. Vishay's demand to hold the 2008 annual
meeting by December 21, 2008, is an attempt to reduce the
amount of time available to the Board and undermine the
Board's negotiating position vis-a-vis Vishay or other
potentially interested parties if the Board were to determine
to evaluate and potentially pursue value-maximizing
alternatives. We would highlight that all four proxy
governance firms, including RiskMetrics, have recommended
against this proposal.
- Vishay's proposed bylaw amendments could be invalid under
Delaware law as seeking to limit the IRF Board's ability to
fully exercise its fiduciary responsibilities in responding to
changing circumstances.
- The IRF Board's policy is that it would not adjourn any
meeting without shareholder approval if a quorum is present.
So why is Vishay making an irrelevant proposal to prevent an
adjournment of an annual meeting when a quorum is present? Is
it another one of its misleading attempts to create doubt in
your minds about the Board's willingness to act in the best
interests of the shareholders?
- Vishay's attempt to overturn bylaw amendments by the Board is
intended to restrict the Board's flexibility and its ability
to govern the Company in the best interests of our
shareholders.
- All of Vishay's proposed amendments are designed to further
Vishay's goal of acquiring IRF for an inadequate price. Vishay
is trying to change the rules to further its own interests,
not IRF shareholders.
Your Board believes that it is in the best interests of the
Company and all of its shareholders to vote FOR each of the Board's
nominees and vote AGAINST each of Vishay's bylaw amendments. In order
to ensure that your vote is cast in support of your Board, please ONLY
vote the WHITE International Rectifier Proxy Card or voting
instruction card enclosed with this letter. WE URGE YOU TO DISCARD ANY
BLUE PROXY CARD OR VOTING INSTRUCTION CARD RECEIVED FROM VISHAY.
Please vote the enclosed WHITE proxy card or voting instruction
card by telephone or via the Internet following the instructions
contained on the WHITE proxy or voting card. Alternatively, please
mark, sign, date and return the enclosed WHITE proxy card or voting
instruction card using the postage pre-paid return envelope enclosed
with the WHITE proxy card.
If you have already voted Vishay's blue proxy card and wish to
change your vote, you have every right to do so by following the
instructions received with management's WHITE proxy card or voting
instruction card for submission of a later-dated vote by telephone,
via the Internet or by signing, dating and returning a later-dated
WHITE proxy card or voting instruction card in the postage-paid return
envelope provided. Only your latest dated vote will count in the final
tally.
Time is short and you are urged to cast your vote early without
waiting to the final moments of the solicitation. If you have any
questions or need assistance voting your shares, please call D.F. King
& Co., Inc., who is assisting International Rectifier, toll-free at
1-888-605-1957.
We look forward to continuing to hear the views of our
shareholders and, in turn, to communicate the value and impact of our
promising strategic plan. Thank you for your continued support of
International Rectifier.
On Behalf of the Board of Directors,
Oleg Khaykin, CEO
Richard Dahl, Chairman
Forward-Looking Statements
Certain statements made in this letter, including statements
regarding future financial and operating performance and conditions of
International Rectifier Corporation (the "Company"), are
"forward-looking" statements. These statements may be identified by
the use of forward-looking terminology such as the words "expects,"
"intends," "believes," "anticipates," "may," "should" and other terms
with similar meaning indicating possible future events or actions or
potential impact on the business or shareholders of the Company.
Except for historical financial and business performance information,
statements made in this letter should be considered "forward-looking."
These forward-looking statements speak only as of the date of this
letter; we disclaim any obligation to update these statements, and we
caution you not to rely on them unduly. Much of the information that
looks towards future performance of our company is based on various
factors and important expectations and assumptions about future events
that may or may not actually come true. While our management considers
these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks, contingencies and uncertainties, most of
which are difficult to predict and many of which are beyond our
control, including, without limitation, pending and future
governmental inquiries and market demand. As a result, our operations
and financial results in the future could differ materially and
substantially from those we have discussed in the forward-looking
statements made in this letter. More information about certain risks
and uncertainties is included in the Company's annual report on Form
10-K for the fiscal year ended June 30, 2008. This report and the
Company's previously filed documents are on file at the SEC and are
readily obtainable at no charge at www.irf.com and www.sec.gov.
Disclaimer
This letter includes statements and information from previously
published material. Permission to reprint or use these statements was
neither sought nor obtained.
Correction
The Company's Proxy Statement inadvertently overstated by
3,000,000 the number of shares of Common Stock issued and outstanding
as of the Record Date. The Proxy Statement should have indicated that
as of the Record Date there were 72,875,672 shares of Common Stock
issued and outstanding and entitled to vote at the Meeting.
About International Rectifier
International Rectifier Corporation (NYSE:IRF) is a world leader
in power management technology. IR's analog, digital, and mixed signal
ICs, and other advanced power management products, enable high
performance computing and save energy in a wide variety of business
and consumer applications. Leading manufacturers of computers, energy
efficient appliances, lighting, automobiles, satellites, aircraft, and
defense systems rely on IR's power management solutions to power their
next generation products. For more information, go to www.irf.com.
Note: Statements made or implied in this release that are in the
future tense or that are accompanied by words such as "will," or
variations of such words are "forward-looking" and involve risks and
uncertainties that are not within International Rectifier's control. A
fuller explanation of these risks and uncertainties, including those
related to the changes to the company's internal controls and
governance policies, is contained in International Rectifier's
periodic and other filings from time to time with the Securities and
Exchange Commission.
Source: International Rectifier Corporation