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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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September 15, 2008
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Vishay
Intertechnology, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-7416
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38-1686453
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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63
Lancaster Avenue
Malvern,
PA 19355
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19355-2143
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code 610-644-1300
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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x
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 – Other Events
On
September 15, 2008, Vishay Intertechnology, Inc. issued a press release
announcing that Morgan Stanley & Co. Incorporated is working alongside Bank
of America to provide Vishay with financing commitments on mutually acceptable
terms and conditions in connection with Vishay’s previously announced proposed
acquisition of International Rectifier Corporation.
A copy of
the press release regarding is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. Description
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99.1
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Press
Release, dated September 15, 2008.
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
September 15, 2008 VISHAY
INTERTECHNOLOGY, INC.
By: /s/
Lior E. Yahalom
Name: Dr. Lior E. Yahalomi
Title: Chief Financial Officer
Exhibit 99.1
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Morgan
Stanley Added to Vishay Intertechnology Team for International Rectifier
Bid
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MALVERN,
Pa., Sep 15, 2008 (BUSINESS WIRE) -- Vishay Intertechnology, Inc. (NYSE:
VSH) today announced that Morgan Stanley & Co. Incorporated is working
alongside Bank of America to provide Vishay with financing commitments on
mutually acceptable terms and conditions in connection with its proposed
acquisition of International Rectifier Corporation (NYSE:
IRF).
Vishay
also announced that Morgan Stanley will be acting as a financial advisor
to Vishay in connection with the proposed transaction, together with Banc
of America Securities LLC, lead financial advisor to Vishay.
As
previously announced on September 10, 2008, Vishay Corporation increased
the price of its all-cash proposal to acquire all of the outstanding
shares of International Rectifier common stock to $23.00 per share. The
increased proposal represents a premium of 22% to International
Rectifier's closing stock price on August 14, 2008, the last trading day
prior to public disclosure of Vishay's original acquisition proposal, and
a 30% premium over International Rectifier's average closing price for the
30 trading days preceding that announcement. The transaction has a value
of approximately $1.7 billion in the aggregate. Vishay intends to commence
shortly a tender offer to purchase all of the outstanding shares of
International Rectifier common stock for $23.00 per share in
cash.
Vishay
expects to file a preliminary proxy statement with the Securities and
Exchange Commission shortly.
Wachtell,
Lipton, Rosen & Katz is acting as legal counsel to Vishay, and Banc of
America Securities LLC and Morgan Stanley & Co. Incorporated are
acting as financial advisors. Innisfree M&A Incorporated has been
retained by Vishay as Information Agent and proxy solicitor.
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, and
transducers). Vishay's components can be found in products manufactured in
a very broad range of industries worldwide. Vishay is headquartered in
Malvern, Pennsylvania, and has operations in 17 countries employing over
26,000 people. Vishay can be found on the Internet at
http://www.vishay.com.
Forward
Looking Statements
Some
statements set forth in this communication, including those regarding
Vishay's proposal to acquire International Rectifier and the expected
impact of the acquisition on Vishay's strategic and operational plans and
financial results, contain forward-looking statements that are subject to
change. Statements including words such as "intend," "believe," "should,"
"expect," "are confident" or similar words as well as statements in the
future tense are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that could cause actual
events or actual future results to differ materially from the expectations
set forth in the forward-looking statements. Some of the factors which
could cause results to differ materially from the expectations expressed
in these forward-looking statements include the following: the possibility
that Vishay's offer to acquire International Rectifier will not be made or
consummated for any number of reasons, including the failure of the
stockholders of International Rectifier to support the proposed
transaction, the failure of any conditions to Vishay's proposed tender
offer to be satisfied, or the failure to obtain financing on terms
acceptable to Vishay; the possibility that if approved, the closing of the
acquisition may be delayed; the effect of the announcement of the offer on
Vishay's and International Rectifier's strategic relationships, operating
results and business generally, including
the ability to retain key employees; fees and expenses incurred in
connection with Vishay's unsolicited acquisition proposal, director
nominations and stockholder proposals; Vishay's ability to successfully
integrate International Rectifier's operations and employees and achieve
synergies; the risk that Vishay's acquisition proposal will make it more
difficult for Vishay to pursue other strategic opportunities; the risk
that stockholder litigation in connection with Vishay's unsolicited
proposal, or otherwise, may result in significant costs of defense,
indemnification and liability; general economic conditions; and other
factors described in Vishay's SEC filings (including Vishay's Annual
Report on Form 10-K for the year ended December 31, 2007 and Quarterly
Reports on Form 10-Q for the quarters ended March 29, 2008 and June 28,
2008). If any of these risks or uncertainties materializes, the
acquisition may not be consummated, the potential benefits of the
acquisition may not be realized, Vishay's and/or International Rectifier's
operating results and financial performance could suffer, and actual
results could differ materially from the expectations described in these
forward-looking statements. All forward-looking statements in this news
release are qualified by these cautionary statements and are made only as
of the date of this news release. Vishay undertakes no duty to publicly
update any forward-looking statement, whether as a result of new
information, future developments or otherwise.
Important
Additional Information
Vishay
intends to make a preliminary filing with the Securities and Exchange
Commission (the "SEC") of a proxy statement and accompanying proxy card to
be used to solicit proxies in connection with International Rectifier's
2007 annual meeting. When and if completed the definitive proxy statement
of Vishay and accompanying proxy card will be mailed to stockholders of
International Rectifier. VISHAY STRONGLY ADVISES ALL STOCKHOLDERS OF
INTERNATIONAL RECTIFIER TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION BY VISHAY OF PROXIES FROM INTERNATIONAL
RECTIFIER'S STOCKHOLDERS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION. SUCH PROXY STATEMENTS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENTS WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD
BE DIRECTED TO INNISFREE M&A INCORPORATED, VISHAY'S PROXY
SOLICITOR.
The
information in this news release is provided for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to
sell any securities of International Rectifier. The proposed tender offer
for the outstanding shares of International Rectifier common stock
described in this news release has not commenced. ANY OFFERS TO PURCHASE
OR SOLICITATION OF OFFERS TO SELL WILL BE MADE ONLY PURSUANT TO A TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) FILED WITH THE SEC. INTERNATIONAL RECTIFIER
STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS AND ANY OTHER DOCUMENTS
RELATING TO THE TENDER OFFER THAT ARE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. INTERNATIONAL RECTIFIER STOCKHOLDERS MAY OBTAIN
COPIES OF THESE DOCUMENTS FOR FREE, WHEN AVAILABLE, AT THE SEC'S WEBSITE
AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE
INFORMATION AGENT FOR THE OFFER.
SOURCE:
Vishay Intertechnology, Inc.
Vishay
Intertechnology, Inc.
Peter
G. Henrici, 610-644-1300
Senior
Vice President Corporate Communications
or
Joele
Frank, Wilkinson Brimmer Katcher
Matthew
Sherman / Andrea Priest, 212-355-4449
or
Innisfree
M&A Incorporated
Alan
Miller / Larry Miller,
212-750-5833
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