UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 20, 2014
INTERNATIONAL RECTIFIER CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-7935 |
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95-1528961 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
101 North Sepulveda Boulevard, El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
(310) 726-8000
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On August 20, 2014, International Rectifier Corporation (the Company) and Infineon Technologies AG (IFX) issued a joint press release announcing the execution of an Agreement and Plan of Merger, by and among the Company, IFX and a subsidiary of IFX. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This document includes statements that constitute forward-looking statements, which may be identified by words such as will, expect, should, could, shall and similar expressions. These statements are subject to risks and uncertainties concerning IFXs proposed acquisition of the Company and actual results and events could differ materially from what presently is expected. The potential risks and uncertainties include the possibility that the transaction will not close or that the closing may be delayed; the possibility that the conditions to the closing of the transaction may not be satisfied; the risk that competing offers will be made; the transaction may involve unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; general economic conditions; conditions in the markets IFX and the Company are engaged in; behavior of customers, suppliers and competitors (including their reaction to the transaction); and specific risk factors discussed in other releases and public filings made by the Company (including its filings with the SEC). This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this press release, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events, or other factors.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, International Rectifier will file a proxy statement with the Securities and Exchange Commission (SEC). INTERNATIONAL RECTIFIER STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement (when it becomes available) and other relevant documents filed by International Rectifier with the SEC at the SECs Web site at http://www.sec.gov. The proxy statement and such other documents filed by International Rectifier with the SEC may also be obtained for free from the Investor Relations section of International Rectifiers web site (www.irf.com) or by contacting International Rectifier investor relations by mail at Attn: Investor Relations, 101 North Sepulevda Boulevard, El Segundo, California 90245.
International Rectifier and its directors, executive officers and other members of its management may be deemed to be participants in the solicitation of proxies from International Rectifiers stockholders in connection with the proposed transaction. Information concerning the interests of International Rectifiers participants in the solicitation, which may be different than those of International Rectifiers stockholders generally, is set forth in International Rectifiers proxy statement relating to its 2013 annual meeting of stockholders filed with the SEC on September 25, 2013. Additional information regarding the interests of those deemed participants in the proposed transaction will be included in the proxy statement in connection with the proposed transaction and other relevant documents to be filed with the SEC. These documents may be obtained free of charge from the SECs website at www.sec.gov and International Rectifiers website at www.irf.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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99.1 |
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Joint press release issued by International Rectifier Corporation and Infineon Technologies AG, dated August 20, 2014. |
SIGNATURES
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: August 20, 2014 |
INTERNATIONAL RECTIFIER CORPORATION | |
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By: |
/s/ Timothy E. Bixler |
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Name: |
Timothy E. Bixler |
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Title: |
Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Description | |
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99.1 |
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Press release issued by International Rectifier Corporation and Infineon Technologies AG, dated August 20, 2014. |
Exhibit 99.1
Infineon Technologies AG to Acquire International Rectifier Corporation for US-Dollar 40 per share, approximately US-Dollar 3 billion in cash
· Acquisition creates a highly complementary and innovative semiconductor product portfolio, distribution strength and a stronger regional presence.
· Integration complements Infineons expertise in power semiconductors and adds system know-how in power conversion, while expanding its expertise in compound semiconductors (Gallium Nitride on Silicon) and driving greater economies of scale in production.
· US-Dollar 40 per share in cash to be paid for all International Rectifier outstanding shares, representing a premium of approximately 48 percent over the average share price of International Rectifier during the last three months and a premium of approximately 51 percent over the closing share price of International Rectifier on August 19, 2014.
· Transaction expected to be accretive to pro-forma EPS within the first fiscal year of closing and margin contribution should be at least in line with Infineons average-cycle target of 15 percent at the latest within the second full fiscal year after closing.
· Transaction will be financed by additional debt and cash-on-hand, further optimizing Infineons capital structure.
Munich, Germany and El Segundo, California August 20, 2014 Infineon Technologies AG (FSE: IFX / OTCQX: IFNNY) and International Rectifier Corporation (NYSE: IRF) today announced that they have signed a definitive agreement under which Infineon will acquire International Rectifier for US-Dollar 40 per share in an all-cash transaction valued at approximately US-Dollar 3 billion. The acquisition combines two semiconductor companies with leadership positions in power management technology. By the integration of International Rectifier, Infineon complements its offerings and will be able to provide customers with an even broader range of innovative products and services. Infineon will also benefit significantly from greater economies of scale as well as a larger regional footprint.
Dr. Reinhard Ploss, CEO of Infineon Technologies AG, said: The acquisition of International Rectifier is a unique opportunity. With their great knowledge of specific customer needs and their application understanding, International Rectifier employees will contribute to Infineons strategic development from product thinking to system understanding and system solutions. The combination of Infineons and International Rectifiers products, technological and innovative excellence, as well as distributional strength will unleash great potential.
Oleg Khaykin, President and CEO of International Rectifier, said: This transaction provides significant value to our stockholders and opens new strategic opportunities for both our customers and employees. By combining two complementary providers in power management solutions, International Rectifier will benefit from Infineons products and technologies, manufacturing and operational excellence and greater R&D scale.
The International Rectifier Board of Directors and Infineons Supervisory Board have approved the transaction. The closing of the transaction is subject to regulatory approvals in various jurisdictions and customary closing conditions, as well as approval of International Rectifier stockholders. The transaction is expected to close late in the calendar year 2014 or early in the calendar year 2015 subject to regulatory approval.
The acquisition is expected to be accretive to pro-forma earnings per share (EPS) already in the fiscal year of closing. Synergies are expected to drive significant accretion going forward, building on International Rectifiers existing successful operational restructuring. In the second full fiscal year of operation after closing, International Rectifiers margin contribution is expected to be at least in line with Infineons target of 15 percent Segment Result margin over the cycle. As such, Infineon maintains its target of 15 percent average-cycle Segment Result margin.
Under the terms and conditions of the agreement, Infineon will pay US-Dollar 40 per share in cash for all of International Rectifiers outstanding shares, representing a fully diluted enterprise value of approximately US-Dollar 2.4 billion. The transaction price represents a premium of approximately 48 percent over the average share price of International Rectifier during the last three months and a premium of approximately 51 percent over the closing share price of International Rectifier on August 19, 2014.
Infineon will fund the transaction using cash-on-hand and fully underwritten credit facilities of Euro 1.5 billion in total. Upon closing of the transaction, Infineons capital structure should stay well within the previously communicated targets of 30 to 40 percent gross cash-to-revenue, no more than 2x gross debt-to-EBITDA and a positive net cash position.
Infineons and International Rectifiers product portfolios are highly complementary. International Rectifiers expertise in low-power, energy-efficient IGBTs and Intelligent Power Modules, Power MOSFETs and Digital Power Management ICs will integrate well with Infineons offering in power devices and modules.
With International Rectifier, Infineon acquires an advanced manufacturer in Gallium Nitride on Silicon (GaN) based power semiconductors. This combination will accelerate and solidify Infineons position in GaN discretes and GaN system solutions, improving its ability to pursue this strategically important technology platform with significant future growth potential.
The transaction will result in a broad range of products creating a comprehensive provider in the market for silicon-, silicon-carbide- and gallium-nitride-based power devices and integrated circuits (ICs). The increase in exposure to the distribution channel will allow Infineon to meet the needs of a broader range of customers.
The integration of International Rectifier will generate economies of scale through optimization of the combined entitys operating expense structure and through the acceleration of the ramp-up of Infineons leading 300-millimeter thin wafer manufacturing capability.
Infineon will also have a much broader and stronger regional scope. International Rectifier has a strong presence in the US, the important center of innovation especially in the Connected World, and will also help to improve Infineons position in Asia. The increase in exposure to the distribution channel will allow Infineon to meet the needs of a broader range of customers.
The Euro 1.5 billion of credit facilities for Infineon have been fully underwritten by Bank of America Merrill Lynch International Limited and Citigroup Global Markets Limited, who are also acting as financial advisors to Infineon. JPMorgan is acting as exclusive financial advisor to International Rectifier. Kirkland & Ellis and Freshfields Bruckhaus Deringer are acting as counsel for Infineon whilst Fried, Frank, Harris, Shriver & Jacobson is acting as counsel for International Rectifier.
About International Rectifier
International Rectifier Corporation (NYSE: IRF) is a world leader in power management technology. IRs 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 IRs power management solutions to power their next generation products. For more information go to www.irf.com.
About Infineon
Infineon Technologies AG, Munich, Germany, offers semiconductor and system solutions addressing three central challenges to modern society: energy efficiency, mobility, and security. In the 2013 fiscal year (ending September 30), the company reported sales of Euro 3.84 billion with close to 26,700 employees worldwide. Infineon is listed on the Frankfurt Stock Exchange (ticker symbol: IFX) and in the USA on the over-the-counter market OTCQX International Premier (ticker symbol: IFNNY).
Further information is available at www.infineon.com
This news release is available online at www.infineon.com/press
MEDIA CONTACTS
United States:
International Rectifier
Sian Cummings
+1 (310) 252-7148
Kekst and Company
Thomas Davies or Ruth Pachman
+1 (212) 521-4800
tom-davies@kekst.com / ruth-pachman@kekst.com
Germany:
Kay Laudien
+49 (89) 234 28481
Kay.laudien@infineon.com
INVESTOR RELATIONS CONTACTS
International Rectifier:
Chris Toth
+1 (310) 252-7731
Infineon Technologies:
+49 (89) 234 26655
Investor.relations@infineon.com
FORWARD-LOOKING STATEMENTS DISCLAIMER
Infineon Technologies AG
This press release contains forward-looking statements about the business, financial condition and earnings performance of the Infineon Group.
These statements are based on assumptions and projections resting upon currently available information and present estimates. They are subject to a multitude of uncertainties and risks. Actual business development may therefore differ materially from what has been expected.
Beyond disclosure requirements stipulated by law, Infineon does not undertake any obligation to update forward-looking statements.
International Rectifier Corporation
This document includes statements that constitute forward-looking statements, which may be identified by words such as will, expect, should, could, shall and similar expressions. These statements are subject to risks and uncertainties concerning Infineons proposed acquisition of International Rectifier and actual results and events could differ materially from what presently is expected. The potential risks and uncertainties include the possibility that the transaction will not close or that the closing may be delayed; the possibility that the conditions to the closing of the transaction may not be satisfied; the risk that competing offers will be made; the transaction may involve unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; general economic conditions; conditions in the markets Infineon and International Rectifier are engaged in; behavior of customers, suppliers and competitors (including their reaction to the transaction); and specific risk factors discussed in other releases and public filings made by International Rectifier (including its filings with the SEC). This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this press release, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events, or other factors.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, International Rectifier will file a proxy statement with the Securities and Exchange Commission (SEC). INTERNATIONAL RECTIFIER STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement (when it becomes available) and other relevant documents filed by International Rectifier with the SEC at the SECs Web site at http://www.sec.gov. The proxy statement and such other documents filed by International Rectifier with the SEC may also be obtained for free from the Investor Relations section of International Rectifiers web site (www.irf.com) or by contacting International Rectifier investor relations by mail at Attn: Investor Relations, 101 North Sepulevda Boulevard, El Segundo, California 90245.
International Rectifier and its directors, executive officers and other members of its management may be deemed to be participants in the solicitation of proxies from International Rectifiers stockholders in connection with the proposed transaction. Information concerning the interests of International Rectifiers participants in the solicitation, which may be different than those of International Rectifiers stockholders generally, is set forth in International Rectifiers proxy statement relating to its 2013 annual meeting of stockholders filed with the SEC on September 25, 2013. Additional information regarding the interests of those deemed participants in the proposed transaction will be included in the proxy statement in connection with the proposed transaction and other relevant documents to be filed with the SEC. These documents may be obtained free of charge from the SECs website at www.sec.gov and International Rectifiers website at www.irf.com.