September 29,
2008
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by IR Acquisition Corp., a Delaware
corporation (“Purchaser”) and a wholly owned
subsidiary of Vishay Intertechnology, Inc., a Delaware
corporation (“Vishay”), to act as Information
Agent in connection with the offer being made by Purchaser, to
purchase all of the issued and outstanding shares of common
stock, par value $1.00 per share, including the associated
preferred stock purchase rights (together, the
“Shares”), of International Rectifier
Corporation, a Delaware corporation (the
“Company”), at a price of $23.00 per Share, net
to the seller in cash, without interest (and less any applicable
withholding taxes), upon the terms and subject to the conditions
set forth in Purchaser’s Offer to Purchase, dated
September 29, 2008 (the “Offer to
Purchase”), and the related Letter of Transmittal
(which, together, as amended, supplemented or otherwise modified
from time to time, constitute the “Offer”).
The Offer is conditioned upon, among other things, the following:
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1.
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The Company’s stockholders having validly tendered and not
properly withdrawn prior to the expiration date of the Offer
that number of Shares representing, together with the Shares
owned by Vishay, at least a majority of the total voting power
of all of the outstanding shares of the Company entitled to vote
generally in the election of directors or with respect to a
merger, calculated on a fully diluted basis after consummation
of the Offer;
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2.
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Vishay being satisfied in its sole discretion that the
restrictions on business combinations with interested
stockholders set forth in Section 203 of the Delaware
General Corporation Law are inapplicable to the Offer and the
proposed merger or any other business combination involving
Vishay or any of its subsidiaries (including Purchaser) and the
Company;
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3.
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All waiting periods under applicable antitrust laws, including
the
Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, having expired
or been terminated;
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4.
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The Company’s board of directors redeeming the preferred
stock purchase rights, or Vishay being satisfied in its sole
discretion that the preferred stock purchase rights have been
invalidated or are otherwise inapplicable to the Offer and the
proposed merger;
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5.
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Vishay having available to it proceeds of financings that are
sufficient, together with cash on hand, to consummate the Offer
and the proposed merger and to refinance all debt of the Company
and Vishay that is or could be required to be repurchased or
becomes, or could be declared, due and payable as a result of
the Offer or the proposed merger or the financing thereof and to
pay all related fees and expenses; and
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6.
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The Company not having entered into or effectuated any agreement
or transaction with any person or entity having the effect of
impairing Vishay’s ability to acquire the Company or
otherwise diminishing the expected value to Vishay of the
acquisition of the Company.
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For your information and for forwarding to your clients for whom
you hold Shares registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. Offer to Purchase;
2. Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares;
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3.
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Notice of Guaranteed Delivery to be used to accept the Offer if
Shares and all other required documents cannot be delivered to
BNY Mellon Shareowner Services (the
“Depositary”) by the Expiration Date (as
defined in the Offer to Purchase) or if the procedure for
book-entry transfer cannot be completed by the Expiration Date;
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4.
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A form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name
of your nominee, with space provided for obtaining such
clients’ instructions with regard to the Offer;
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5. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON OCTOBER 27, 2008, UNLESS THE OFFER IS
EXTENDED.
Purchaser will not pay any fees or commissions to any broker or
dealer or other person (other than the Information Agent or the
Depositary as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. Purchaser will,
however, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and
expenses incurred by them in forwarding materials to their
customers. Purchaser will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
In order to accept the Offer, a duly executed and properly
completed Letter of Transmittal and any required signature
guarantees, or an Agent’s Message (as defined in the Offer
to Purchase) in connection with a book-entry delivery of Shares,
and any other required documents, should be sent to the
Depositary by 12:00 midnight, New York City time, on
October 27, 2008.
Questions or requests for assistance may be directed to
Innisfree M&A Incorporated, the Information Agent, at the
address and telephone numbers set forth on the back cover page
of the Offer to Purchase. You can also obtain additional copies
of this Offer to Purchase, the related Letter of Transmittal and
the Notice of Guaranteed Delivery from the Information Agent.
Very truly
yours,
Innisfree
M&A Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON, THE AGENT OF PURCHASER,
VISHAY, THE INFORMATION AGENT OR THE DEPOSITARY AS, OR OF ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
