Item 1.01 – Entry into a Material Definitive Agreement

On November 8, 2006, Vishay Intertechnology, Inc. and International Rectifier Corporation executed definitive documentation with respect to their previously announced agreement providing for Vishay’s acquisition of International Rectifier’s Power Control Systems (PCS) business for $289.7 million in cash.  The purchase price is subject to adjustment for cash and net working capital as of the closing date.

The PCS business includes certain discrete planar MOSFETs, discrete diodes and rectifiers, discrete thyristors, and automotive modules and assemblies and is more specifically defined in the Master Purchase Agreement between the parties that is incorporated by reference in this filing.

Vishay will acquire all of the outstanding stock of six International Rectifier subsidiaries engaged in the conduct the PCS business, pursuant to the terms of Stock Purchase Agreements that are incorporated by reference in this filing.  Vishay will also acquire certain assets of International Rectifier used in connection with the PCS business, principally intellectual property, inventory and equipment, pursuant to the terms of an Asset Purchase Agreement that is incorporated by reference in this filing. 

The agreement provides that, for a period of seven years after the closing, International Rectifier and its affiliates will not engage in the PCS business anywhere in the world, subject to certain specified product exceptions set forth in the Master Purchase Agreement.

At the closing of the transaction, Vishay and International Rectifier will enter into four license agreements.  Pursuant to these agreements, International Rectifier will license to Vishay certain of its patents and technology related to the PCS business on a non-exclusive, perpetual and royalty-free basis; International Rectifier will license to Vishay certain of its trademarks for specified periods of up to two years after closing; and Vishay will license back to International Rectifier patents and technology relating to the PCS business purchased by Vishay in the transaction, on a non-exclusive, perpetual and royalty-free basis.   International Rectifier’s use of the license back is subject to the non-competition arrangements described above.  Copies of the license agreements are included as Exhibits D1, D2, E1 and E2 to the Master Purchase Agreement.

Vishay and International Rectifier also entered into a Transition Services Agreement relating to the provision by International Rectifier to Vishay of certain services in respect of the PCS business.  The Transition Services Agreement is incorporated by reference in this filing.  Also, at the closing of the transaction, Vishay and International Rectifier will enter into the following transition services and supply agreements: a Transition Products Services Agreement relating to the provision by International Rectifier to Vishay of certain wafer and packaging services; an IGBT Auto Die Supply Agreement relating to the provision of certain die and other products by International Rectifier to Vishay; and a Transition Buyback Agreement relating to the provision of certain die products by Vishay to International Rectifier.  Copies of the transition services and supply agreements are included as Exhibits G, H1 and H2 to the Master Purchase Agreement.

The transaction is subject to customary closing conditions, including obtaining all necessary governmental approvals and clearances.  The transaction is expected to close in February 2007.