| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE TO | ||
| Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of | ||
| the Securities Exchange Act of 1934 | ||
| International Rectifier Corporation | ||
| (Name of Subject Company) | ||
| Vishay Intertechnology, Inc. | ||
| (Names of Filing Person — Offeror) | ||
| Common Stock, Par Value $1.00 Per Share | ||
| (Title of Class of Securities) | ||
| 460254105 | ||
| (Cusip Number of Class of Securities) | ||
| Lior E. Yahalomi | ||
| Chief Financial Officer | ||
| Vishay Intertechnology, Inc. | ||
| 63 Lancaster Avenue | ||
| Malvern PA 19355-2143 | ||
| Telephone: (610) 644-1300 | ||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices | ||
| and Communications on Behalf of Filing Persons) | ||
| Copies to: | ||
| Trevor S. Norwitz, Esq. | ||
| Wachtell, Lipton, Rosen & Katz | ||
| 51 West 52nd Street | ||
| New York, New York 10019 | ||
| Telephone: (212) 403-1000 | ||
| Calculation of Filing Fee | ||
| Transaction Valuation* Amount of Filing Fee* | ||
| N/A N/A | ||
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer. | |||
| ¨ | 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. | |||
| x 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: | ||||
| x | third-party tender offer subject to Rule 14d-1. | |||
| ¨ | issuer tender offer subject to Rule 13e-4. | |||
| ¨ | going-private transaction subject to Rule 13e-3. | |||
| ¨ | 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. ¨ | ||||
