Jazz Technologies Merger is on Track for Closing MIGDAL HAEMEK, Israel, August 7
MIGDAL HAEMEK, Israel, August 7 /PRNewswire-FirstCall/ -- Tower
Semiconductor Ltd. (NASDAQ: TSEM; TASE: TSEM), a pure-play independent
specialty foundry, today announced that it is currently in advanced stages of
negotiation of a restructuring arrangement of its long-term debt with its
lender banks, Bank Leumi and Bank Hapoalim, and one of its major
shareholders, Israel Corporation Ltd. The restructuring will include a
substantial reduction in the level of the Company's debt to its banks and
Israel Corporation, deferrals of remaining principal and interest, and a
waiver from compliance with financial covenants for an extended period of
time. This arrangement will also include an investment in the Company by
Israel Corporation. The Company expects that these negotiations, currently in
an advanced stage, will result in an improved balance sheet and reduced level
of debt. There can be no assurance that an agreement will be concluded.
As previously announced, in connection with the joint press release dated
May 19, 2008, announcing that the Company and Jazz Technologies, Inc. (AMEX:
JAZ) entered into a definitive agreement and Plan of Merger and
Reorganization, Jazz has set August 8, 2008 as the record date for a Special
Meeting of Stockholders to vote on, approve and adopt the merger. The Company
is in the process of filing an amendment to its Form F-4 with the SEC
together with a request for effectiveness.
About Tower Semiconductor Ltd.:
Tower Semiconductor Ltd. (Nasdaq: TSEM, TASE: TSEM) is an independent
specialty foundry that delivers customized solutions in a variety of advanced
CMOS technologies, including digital CMOS, mixed-signal and RF (radio
frequency) CMOS, CMOS image sensors, power management devices, and embedded
non-volatile memory solutions. Tower's customer orientation is complemented
by its uncompromising attention to quality and service. Its specialized
processes and engineering expertise provides highly flexible, customized
manufacturing solutions to fulfill the increasing variety of customer needs
worldwide. Boasting two world-class manufacturing facilities with standard
and specialized process technologies ranging from 1.0- to 0.13-micron, Tower
Semiconductor provides exceptional design support and technical services to
help customers sustain long-term, reliable product performance, while
delivering on-time and on-budget results. More information can be found at
http://www.towersemi.com.
About Jazz Technologies and Jazz Semiconductor
Jazz Technologies(TM) (AMEX: JAZ) is the parent company of Jazz
Semiconductor, Inc., a leading independent wafer foundry focused on
Analog-Intensive Mixed-Signal (AIMS) process technologies. The company's
broad product portfolio includes digital CMOS and specialty technologies,
such as RF CMOS, Analog CMOS, Silicon and SiGe BiCMOS, SiGe C-BiCMOS, Power
CMOS and High Voltage CMOS. These technologies are designed for customers who
seek to produce analog and mixed-signal semiconductor devices that are
smaller and more highly integrated, power-efficient, feature-rich and
cost-effective than those produced using standard process technologies. Jazz
customers target the wireless and high-speed wireline communications,
consumer electronics, automotive and industrial end markets. Jazz's executive
offices and its U.S. wafer fabrication facilities are located in Newport
Beach, CA. Jazz Semiconductor also has engineering and manufacturing support
in Shanghai, China. For more information, please visit
http://www.jazztechnologies.com and http://www.jazzsemi.com.
Safe Harbor Regarding Forward Looking Statements
This press release includes forward-looking statements, which are subject
to risks and uncertainties. Actual results may vary from those projected or
implied by such forward-looking statements. A complete discussion of risks
and uncertainties that may affect the accuracy of forward-looking statements
included in this press release or which may otherwise affect our business is
included under the heading "Risk Factors" in our most recent filings on Forms
20-F, F-3, F-4 and 6-K, as were filed with the Securities and Exchange
Commission (the "SEC") and the Israel Securities Authority. We do not intend
to update, and expressly disclaim any obligation to update, the information
contained in this release.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger, Tower has filed with the SEC a
Registration Statement on Form F-4 (File No. 333-151919) (the "Form F-4")
that contains a Proxy Statement/Prospectus and related materials and Jazz
expects to mail to its stockholders the final Proxy Statement/Prospectus
containing information about Tower, Jazz and the proposed merger. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE
OTHER RELEVANT MATERIALS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT TOWER, JAZZ AND THE PROPOSED MERGER.
Investors and security holders may obtain free copies of the Form F-4, the
Proxy Statement/Prospectus and other relevant materials and documents filed
by Tower or Jazz with the SEC through the web site maintained by the SEC at
http://www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents relating to the proposed merger filed with the
SEC by Tower by directing a request by mail to Tower Semiconductor Ltd, P.O.
BOX 619, Migdal Haemek, Israel 23105, Attn: Investor Relations or by
telephone at +972-4-6506936. Investors and security holders may obtain free
copies of the documents relating to the proposed merger filed with the SEC by
Jazz by directing a request by mail to Jazz Technologies, Inc., 4321 Jamboree
Road, Newport Beach, California 92660, Attn: Investor Relations or by
telephone at +1-415-445-3236.
Tower, Jazz and their respective executive officers and directors, under
SEC rules, may be deemed to be participants in the solicitation of proxies
from the stockholders of Jazz in connection with the proposed merger.
Investors and security holders may obtain information regarding the special
interests of these executive officers and directors in the proposed merger by
reading the Proxy Statement/Prospectus filed with the SEC when it becomes
available. Additional information regarding Tower's executive officers and
directors is included in Tower's Form 20-F for the year ended December 31,
2007, which was filed with the SEC on June 18, 2008. Additional information
regarding the executive officers and directors of Jazz is included in Jazz's
Proxy Statement for its 2008 Annual Meeting of Stockholders, which was filed
with the SEC on April 7, 2008. These documents are available free of charge
at the SEC's web site at www.sec.gov and are also available free of charge
from Investor Relations at Tower and Jazz by contacting Tower and Jazz as
described above.
Investors and Press Contact:
Shelton Group
Ryan Bright, +1-972-239-5119 ext. 159
rbright@sheltongroup.com
Tower Semiconductor
Limor Asif, +972-4-650-6936
Limoras@towersemi.com
SOURCE Tower Semiconductor Ltd
