Jazz Technologies Announces That Tower Semiconductor Has Signed ...

Tag : Semiconductor
Jazz Technologies, Inc. (AMEX:JAZ), a leader in Analog-IntensiveMixed-Signal (AIMS) foundry solutions, which previously announcedthat it had signed a definitive merger agreement by which TowerSemiconductor Ltd. (NASDAQ:TSEM) (TASE:TSEM) will acquire all ofthe outstanding shares of Jazz in a stock-for-stock transaction,today announced that Tower has informed Jazz that Tower has signeda memorandum of understanding (MOU) with its lender banks and withIsrael Corporation, a major shareholder of Tower, for therestructuring of certain of its debt. Tower states that the termsof the MOU are subject to, among other conditions, the signing ofdefinitive documentation and the receipt of certain approvals.Tower's press release is available on Tower's website athttp://www.towersemi.com.

As previously announced, Tower's registration statement on FormF-4, containing information relating to its proposed merger withJazz, was declared effective by the Securities and ExchangeCommission, clearing the way for a Jazz stockholder vote on themerger. Jazz has set September 17, 2008 as the date for the specialmeeting of its stockholders to vote on the proposal to approve andadopt the Agreement and Plan of Merger and Reorganization withTower Semiconductor, to be followed by the closing of the merger.

The merger is subject to customary closing conditions, includingthe approval of a majority of Jazz's common stock outstanding as ofthe close of business on August 8, 2008, the record date for thespecial meeting of stockholders.

About Jazz Technologies and Jazz Semiconductor:

Jazz Technologies(TM) (AMEX:JAZ) is the parent company of JazzSemiconductor, Inc., a leading independent wafer foundry focused onAnalog-Intensive Mixed-Signal (AIMS) process technologies. Thecompany's broad product portfolio includes digital CMOS andspecialty technologies, such as RF CMOS, Analog CMOS, Silicon andSiGe BiCMOS, SiGe C-BiCMOS, Power CMOS and High Voltage CMOS. Thesetechnologies are designed for customers who seek to produce analogand mixed-signal semiconductor devices that are smaller and morehighly integrated, power-efficient, feature-rich and cost-effectivethan those produced using standard process technologies. Jazzcustomers target the wireless and high-speed wirelinecommunications, consumer electronics, automotive and industrial endmarkets. Jazz's executive offices and its U.S. wafer fabricationfacilities are located in Newport Beach, CA. Jazz Semiconductoralso has engineering and manufacturing support in Shanghai, China.For more information, please visit http://www.jazztechnologies.comand http://www.jazzsemi.com.

About Tower Semiconductor Ltd.

Tower Semiconductor Ltd. (Nasdaq:TSEM) (TASE:TSEM) is anindependent specialty foundry that delivers customized solutions ina 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 memorysolutions. Tower's customer orientation is complemented by itsuncompromising attention to quality and service. Its specializedprocesses and engineering expertise provides highly flexible,customized manufacturing solutions to fulfill the increasingvariety of customer needs worldwide. Boasting two world-classmanufacturing facilities with standard and specialized processtechnologies ranging from 1.0- to 0.13-micron, Tower Semiconductorprovides exceptional design support and technical services to helpcustomers sustain long-term, reliable product performance, whiledelivering on-time and on-budget results. More information can befound at http://www.towersemi.com.

Safe Harbor Regarding Forward Looking Statements

This press release contains forward-looking statements within themeaning of the "safe harbor" provisions of the Private SecuritiesLitigation Reform Act of 1995, including statements concerning theterms and potential benefits of the proposed restructuring, thetiming of the proposed merger of Tower with Jazz and the signing ofdefinitive documentation and the receipt of certain approvals withrespect to the Tower MOU with Tower's lender banks and IsraelCorporation. These statements are based on management's currentexpectations and beliefs and are subject to a number of risks,uncertainties and assumptions that could cause actual results todiffer materially from those described in the forward-lookingstatements. The potential risks and uncertainties include, amongothers, the possibility that the merger does not close or that theclosing may be delayed, that the restructuring of Tower's debt maynot occur on terms set forth in the MOU or at all, that thecompanies may be required to modify the terms of the transaction toachieve regulatory approval or for other reasons, that prior to orafter the closing of the merger, the businesses of the companiesmay suffer due to uncertainty, as well as other risks applicable toboth Tower's and Jazz's business described in the reports filed byTower and Jazz with the Securities and Exchange Commission (the"SEC") and, in the case of Tower, the Israel Securities Authority.These filings identify and address other important factors thatcould cause Tower's and Jazz's respective financial and operationalresults to differ materially from those contained in theforward-looking statements set forth in this document. Accordingly,no assurances can be given that any of the events anticipated bythe forward-looking statements will transpire or occur, or if anyof them do so, what impact they will have on the results ofoperations or financial condition of Tower or Jazz. Tower and Jazzare providing this information as of the date of this press releaseand neither Tower nor Jazz undertakes any obligation to update anyforward-looking statements contained in this press release as aresult of new information, future events or otherwise.

Additional Information about the Proposed Merger and Where to FindIt

In connection with the proposed merger, Tower has filed with theSEC a Registration Statement on Form F-4 (File No. 333-151919) (the"Form F-4") that contains a Proxy Statement/Prospectus and relatedmaterials and Jazz has mailed to its stockholders the final ProxyStatement/Prospectus containing information about Tower, Jazz andthe proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TOREAD THE PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANTMATERIALS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAINIMPORTANT INFORMATION ABOUT TOWER, JAZZ AND THE PROPOSED MERGER.Investors and security holders may obtain free copies of the FormF-4, the Proxy Statement/Prospectus and other relevant materialsand documents filed by Tower or Jazz with the SEC through the website maintained by the SEC at www.sec.gov. In addition, investorsand security holders may obtain free copies of the documentsrelating to the proposed merger filed with the SEC by Tower bydirecting a request by mail to Tower Semiconductor Ltd, P.O. BOX619, Migdal Haemek, Israel 23105, Attn: Investor Relations or bytelephone at +972-4-6506936. Investors and security holders mayobtain free copies of the documents relating to the proposed mergerfiled with the SEC by Jazz by directing a request by mail to JazzTechnologies, Inc., 4321 Jamboree Road, Newport Beach, California92660, 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 thesolicitation of proxies from the stockholders of Jazz in connectionwith the proposed merger. Investors and security holders may obtaininformation regarding the special interests of these executiveofficers and directors in the proposed merger by reading the ProxyStatement/Prospectus filed with the SEC. Additional informationregarding Tower's executive officers and directors is included inTower's Form 20-F for the year ended December 31, 2007, which wasfiled with the SEC on June 18, 2008. Additional informationregarding the executive officers and directors of Jazz is includedin Jazz's Proxy Statement for its 2008 Annual Meeting ofStockholders, which was filed with the SEC on April 7, 2008. Thesedocuments are available free of charge at the SEC's web site atwww.sec.gov and are also available free of charge from InvestorRelations at Tower and Jazz by contacting Tower and Jazz asdescribed above.