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Filed by Tower Semiconductor Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Filer's Commission File No. 000-24790
Subject Company: Jazz Technologies, Inc.
Commission File No. 001-32832
On May 19, 2008, Tower and Jazz Technologies, Inc. issued a joint press release.
The text of the joint press release follows.
NEWS ANNOUNCEMENT FOR IMMEDIATE RELEASE
TOWER SEMICONDUCTOR TO ACQUIRE JAZZ TECHNOLOGIES
CREATES THE LEADING SPECIALTY PURE-PLAY FOUNDRY
WITH TRAILING TWELVE MONTH REVENUES OF $443 Million
o Best of breed specialty process offering of CMOS Image Sensor (visible and
non-visible), Radio Frequency (RF CMOS, SiGe and BiCMOS) and Power
Management (CMOS and BCD) solutions
o Operational facilities spanning the globe with three fully owned
fabrication facilities in the United States and Israel and an ownership
interest in a fabrication facility in China
o Significant opportunity for revenue enhancement and cost saving synergies
of up to $40 million annually
MIGDAL HAEMEK, ISRAEL AND NEWPORT BEACH, CALIF. (MAY 19, 2008) - Tower
Semiconductor Ltd. (NASDAQ: TSEM, TASE: TSEM), an independent specialty wafer
foundry, and Jazz Technologies, Inc. (AMEX: JAZ), a leader in Analog-Intensive
Mixed Signal (AIMS) foundry solutions, today announced the signing of a
definitive agreement by which Tower will acquire all of the outstanding shares
of Jazz in a stock-for-stock transaction valuing Jazz at a fully diluted equity
value of approximately $40 million, based on Tower's closing price on NASDAQ on
May 19, 2008. Under the terms of the agreement, each outstanding share of Jazz
common stock will be converted into the right to receive 1.8 Tower ordinary
shares. The total value of the transaction, including net debt, is approximately
$169 million.
"The acquisition of Jazz is an excellent strategic fit for Tower - it creates
economies of scale which allows for improved margins and strongly complements
our specialty process offering, transforming us into the leading specialty
pure-play foundry," said Russell Ellwanger, CEO of Tower. "We are confident that
we will realize significant benefits and synergies, including a comprehensive
process portfolio which expands our addressable market and fuels a growing and
more diversified customer base with highly differentiated product platforms."
"Over the past few months, our Board has carried out a review of various
strategic alternatives to enhance stockholder value and this definitive
agreement is the result of that process," said Gil Amelio, Chairman and CEO of
Jazz. "Jazz's management looks forward to working with Tower in the coming
months to successfully implement the transaction."
"We are excited about the potential of joining together with Tower and believe
Jazz's shareholders, customers, employees and other stakeholders will benefit
from the enhanced growth, profitability and cash flow prospects of the combined
company," said Paul Pittman, Chief Financial and Administrative Officer of Jazz.
Tower and Jazz are highly complementary and the transaction is expected to offer
significant benefits to customers and shareholders:
o The combined company will be an industry leader, bringing together
Tower's strength in CMOS Image Sensor, Non-Volatile Memory (NVM) and
RF CMOS with Jazz's expertise in Mixed Signal, Power Management (CMOS
and BCD) and RF (RF CMOS, SiGe and BiCMOS) to create one of the
broadest portfolios of specialty process technologies.
o With operational facilities now spanning the globe (United States,
Israel and China), the combined company offers capacity of
approximately 750,000 wafer starts annually (8" equivalents).
o Revenue enhancements and increased efficiencies in manufacturing and
purchasing are expected to result in substantial synergies of up to
$40 million annually.
The agreement has been unanimously approved by the boards of directors of both
Tower and Jazz and the transaction is subject to the approval of Jazz's
shareholders and other customary closing conditions. The transaction is expected
to close in the second half of 2008.
Citi acted as financial advisor and Yigal Arnon & Co. and O'Melveny & Myers LLP
acted as legal counsel to Tower. UBS Investment Bank acted as financial advisor
and Cooley Godward Kronish LLP and Meitar Liquornik Geva & Leshem Brandwein
acted as legal counsel to Jazz.
CONFERENCE CALL AND WEBCAST INFORMATION
Tower will host a conference call to discuss the acquisition of Jazz in
conjunction with the Company's first quarter 2008 financial results today, May
20, 2008, at 10:00 a.m. Eastern Time (ET) / 5:00 p.m. Israel time. To
participate, please call: 1-800-994-4498 (U.S. toll-free number) or
972-3-918-0685 (international) and mention the ID code: TOWER. Callers in Israel
are invited to call locally by dialing 03-918-0685. The conference call will
also be Web cast live at http://www.earnings.com and at www.towersemi.com and
will be available thereafter on both Web sites for replay for 90 days, starting
at approximately 2 p.m. ET on the day of the call.
ABOUT TOWER SEMICONDUCTOR LTD.
Tower Semiconductor Ltd. is a pure-play independent specialty wafer foundry
established in 1993. The company manufactures integrated circuits with
geometries ranging from 1.0 to 0.13-micron; it also provides complementary
technical services and design support. In addition to digital CMOS process
technology, Tower offers advanced mixed-signal & RF-CMOS, Power Management, CMOS
image-sensor and non-volatile memory technologies. To provide world-class
customer service, the company maintains two manufacturing facilities, each with
standard and specialized process technology processes: Fab 1 ranging from 1.0 to
0.35 and Fab 2 featuring 0.18 and 0.13-micron. Tower's web site is located at
http://www.towersemi.com.
ABOUT JAZZ TECHNOLOGIES AND JAZZ SEMICONDUCTOR
Jazz Technologies(TM) (AMEX:JAZ - News) 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.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, including statements concerning Tower's proposed merger with Jazz. These
statements are based on management's current expectations and beliefs and are
subject to a number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. For example,
statements of expected synergies, customer benefits, costs savings, financial
guidance, the timing of closing, industry ranking, execution of integration
plans and management and organizational structure are all forward-looking
statements. The potential risks and uncertainties include, among others, the
possibility that the merger does not close or that the closing may be delayed,
that expected customer benefits, synergies and costs savings will not be
achieved or that the companies are unable to successfully execute their
integration strategies, that the companies may be required to modify the terms
of the transaction to achieve regulatory approval or for other reasons, that
prior to or after the closing of the merger, the businesses of the companies may
suffer due to uncertainty, as well as other risks applicable to both Tower's and
Jazz's business described in the reports filed by Tower 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 that could cause Tower's and Jazz's respective financial and operational
results to differ materially from those contained in the forward-looking
statements set forth in this document. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on the
results of operations or financial condition of Tower or Jazz. Tower and Jazz
are providing this information as of the date of this press release and neither
Tower nor Jazz undertakes any obligation to update any forward-looking
statements contained in this document as a result of new information, future
events or otherwise.
A more 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 Tower's business is included under the heading "Risk
Factors" in Tower's most recent filings on Forms 20-F, F-3 and 6-K, as were
filed with the SEC and the Israel Securities Authority. Future results may
differ materially from those previously reported. Tower does not intend to
update, and expressly disclaims 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 intends to file with the SEC a
Registration Statement on Form F-4 that will contain 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, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT TOWER, JAZZ AND THE PROPOSED MERGER. Investors and
security holders will be able to obtain free copies of the Registration
Statement on Form F-4, the Proxy Statement/Prospectus and other relevant
materials and documents filed by Tower or Jazz with the SEC, when they become
available, through the web site maintained by the SEC at 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 +972-4-650-6936. 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 949-435-8181.
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, 2006, which was filed with the
SEC on June 25, 2007. 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.
Tower Semiconductor: Jazz Technologies:
Limor Asif Melinda Jarrell
+972-4-650 6936 949/435-8181
limoras@towersemi.com melinda.jarrell@jazzsemi.com
Tower Investor Relations Contact: Jazz Investor Relations Contact:
Ryan Bright Linda Rothemund
972/239-5119 ext. 159 415/445-3236
rbright@sheltongroup.com linda@marketstreetpartners.com