International Rectifier Corp. [IRF] got an important endorsement in its battle to stave off hostile suitor Vishay Intertechnology Inc.'s [VSH] takeover attempt. Proxy advisory firm Glass, Lewis & Co. LLC came out with a recommendation backing the power management component maker's three board nominees. Vishay made a $23 per share, $1.7 billion tender offer for IR earlier this week, and has been pushing its own three-person slate for election at the target's Oct. 10 shareholder meeting.

According to an IR press release Thursday, Glass Lewis said that Vishay has "failed to convince us that the IRF directors have not acted in the best interest of shareholders nor has the Dissident established that its nominees would contribute necessary expertise to the IRF board."

Further, Glass Lewis said that IR should have time to implement a turnaround strategy in light of its low stock price before entering any deal.

IR has been pushing Vishay away ever since the chipmaker unveiled its unsolicited offer in August. After Vishay said it would launch a tender this past Monday, raising its initial $21.22 per share bid, IR in a letter to shareholders argued that Vishay's offer is opportunistic, and pointed out that it came right after IR had completed a restatement of its earnings, when its shares were trading at a five-year low and at a dip in the cycle of the semiconductor industry.

It also noted that the offer is highly conditional, still requiring a financing commitment from Vishay's lenders. Shares of International Rectifier dropped 5.6%, to $17.24, in early-afternoon trading Thursday. - Olaf de Senerpont Domis

See Oct. 2 press release on Glass Lewis' recommendations via Yahoo! Finance
See Sept. 30 post on IR's letter to shareholders from Tech Confidential
See Aug. 15 post on Vishay's IR offer from Tech Confidential