Tower's registration statement on FormF-4 was declared effective by the

Tag : Semiconductor
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.Towers press release is available on Towers website at 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 Jazzs 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 (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. Jazzs 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 www.jazztechnologies.com and 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. Towers 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 www.towersemi.com .