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) January 7, 2015
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)
o 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 January 7, 2015, International Rectifier Corporation issued a press release announcing that it expects closing of its pending merger with Infineon Technologies AG to occur on January 13, 2015. The transaction remains subject to the satisfaction or waiver of other customary closing conditions contained in the merger agreement, and there is no assurance that the closing will occur on January 13, 2015. 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 expect, 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 occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and specific risk factors discussed in other releases and public filings made by International Rectifier (including its filings with the Securities and Exchange Commission (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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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Press release issued by International Rectifier Corporation, dated January 7, 2015. |
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: January 7, 2015 |
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 99.1
International Rectifier Announces Expected Closing of Previously Announced Transaction
EL SEGUNDO, CA January 7, 2015 International Rectifier Corporation (NYSE:IRF) announced today that it expects closing of its pending merger with Infineon Technologies AG to occur on January 13, 2015. All necessary regulatory approvals for the transaction have been obtained.
The transaction remains subject to the satisfaction or waiver of other customary closing conditions contained in the merger agreement, and there is no assurance that the closing will occur on January 13, 2015.
About International Rectifier
International Rectifier Corporation (NYSE:IRF) is a world leader in power management technology. The Companys 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 the Companys power management solutions to power their next generation products. For more information, go to www.irf.com.
Forward-Looking Statements
This document includes statements that constitute forward-looking statements, which may be identified by words such as expect, 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 occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and specific risk factors discussed in other releases and public filings made by International Rectifier (including its filings with the Securities and Exchange Commission (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.
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Company contacts: |
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Investors: |
Media: |
Chris Toth |
Sian Cummins |
310.252.7731 |
310.252.7148 |