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Tower Semiconductor Ltd. — M&A Activity 2008
Sep 18, 2008
7095_rns_2008-09-18_113f526c-5ab5-419d-b281-368226444726.pdf
M&A Activity
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NEWS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
JAZZ TECHNOLOGIES ANNOUNCES STOCKHOLDERS APPROVED MERGER AGREEMENT WITH TOWER SEMICONDUCTOR
NEWPORT BEACH, Calif. and MIGDAL HAEMEK, Israel, September 18, 2008 – Jazz Technologies (AMEX: JAZ), a leader in Analog-Intensive Mixed-Signal (AIMS) foundry solutions, today announced that at a special stockholders’ meeting held today, its stockholders voted in favor of the approval and adoption of the Agreement and Plan of Merger and Reorganization with Tower Semiconductor Ltd. (NASDAQ: TSEM, TASE: TSEM). Jazz reported that approximately 66.1% of Jazz’s outstanding shares of common stock voted to approve the merger agreement, which exceeded the majority vote required for adoption of the agreement, and less than 1% of Jazz’s outstanding shares of common stock voted against approval of the merger agreement. Under the terms of the agreement, Tower will acquire all of the outstanding shares of Jazz in a stock-for-stock transaction.
About Jazz Technologies and Jazz Semiconductor
Jazz Technologies™ (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 process portfolio includes specialty technologies such as RF CMOS, Analog CMOS, Silicon and SiGe BiCMOS, SiGe C-BiCMOS, Power CMOS and High Voltage CMOS. Jazz also offers world-class design enablement tools to speed customers’ time from design to revenue production. For more information, please visit http://www.jazztechnologies.com and http://www.jazzsemi.com.
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. Boasting two world-class manufacturing facilities with standard and specialized process technologies ranging from 1.0- to 0.13-micron, Tower provides exceptional design support and technical services to help customers sustain long-term, reliable product performance, while delivering on-time and onbudget results. More information can be found at http://www.towersemi.com.
Forward-Looking Statements
This press release includes forward-looking statements, which are subject to risks and uncertainties. The merger is subject to completion of customary closing conditions. 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 Tower’s and Jazz’s business is included under the heading "Risk Factors" in Tower’s 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, and Jazz’s most recent filings on Forms 10-K and 10-Q, as were filed with the SEC. Tower and Jazz do not intend to update, and expressly disclaim any obligation to update, the information contained in this release.
Tower Semiconductor: Limor Asif +972-4-650 6936 [email protected]
Jazz Technologies: Melinda Jarrell 949/435-8181 [email protected]
Tower Investor Relations Contact: Ryan Bright 972/239-5119 ext. 159 [email protected]
Jazz Investor Relations Contact: Linda Rothemund 415/445-3236 [email protected]