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. Towers web site is located at
http://www.towersemi.com.
Forward-Looking Statements
This document contains
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, including statements concerning
Towers proposed merger with Jazz. These statements are based on managements
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 Towers and Jazzs
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
Towers and Jazzs 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 document 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.
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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 Towers business is included under
the heading Risk Factors in Towers 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 document.
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 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 Towers executive officers and directors is included in
Towers 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 Jazzs 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 SECs 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.
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