Jazz Technologies, Inc. - Filing of certain prospectuses and comms. for business combination transactions (425)
May 21 2008 - 4:38PM
Edgar (US Regulatory)
FILED BY JAZZ
TECHNOLOGIES, INC.
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
SUBJECT COMPANY: JAZZ
TECHNOLOGIES, INC.
COMMISSION FILE NO.
1-32832
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Tower Semiconductor
and Jazz Technologies Creating a Leading Specialty Foundry Wedbush Morgan
Investor Conference New York, May 2008
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 2 Legal Disclaimers Forward Looking Statements
This presentation 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 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 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 presentation 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
presentation 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 release.
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 3 Legal Disclaimers (cont.) 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 Towers
executive officers and directors is included in Towers 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 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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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 4 Transaction Overview Tower Semiconductor has
signed a definitive agreement to acquire Jazz Technologies in a
stock-for-stock transaction Jazz shareholders to receive 1.8 ordinary
shares of Tower for each share of Jazz common stock Implies $40 million in
equity value ($169 million enterprise) based on Towers closing price of
$1.16 on May 19, 2008 on Nasdaq Customary closing conditions including Jazz
shareholder approval Expected to close in 2nd half of 2008 Merger is
expected to create a leading pure-play specialty foundry and #7 overall
pure-play foundry1 1.By revenues.
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 5 Creating a Leading Specialty Foundry Synergies
of Value Add Technologies Enables Higher Margins Increased Capacity and Scale
to Attract Larger Customers Leadership In Specialty Process Technologies:
CMOS Image Sensor, SiGe, Power Mgmt, NVM, RF-CMOS, BCD Diverse Customer Base
in High Growth Markets Significant Synergy Potential Both on Revenues and
Expenses Global Presence Improves Geographic Reach and Distribution
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 6 Creating a Leading Specialty Foundry Synergies
of Value Add Technologies Enables Higher Margins Increased Capacity and Scale
to Attract Larger Customers Leadership In Specialty Process Technologies:
CMOS Image Sensor, SiGe, Power Mgmt, NVM, RF-CMOS, BCD Diverse Customer Base
in High Growth Markets Significant Synergy Potential Both on Revenues and
Expenses Global Presence Improves Geographic Reach and Distribution
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 7 Global Infrastructure Migdal HaEmek, Israel 8
Fab & 6 Fab Newport Beach, CA 8 Fab Shanghai, China HHNEC: 10%
ownership ASMC: supply agreement UK & Holland Sales reps Santa Clara, CA
Sales office Hsinchu, Taiwan Rep. office Tokyo, Japan Rep. office UK Sales
office 200K WPY 480K WPY ~70K WPY Total 8 equivalent capacity of ~750K WPY
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 8 3rd Largest Pure Play Specialty Foundry $155
CSMC $157 Mosel Vitelics $170 ASMC $335 HHNEC $330 He Jian $214 Grace $185
Silterra $350 SSMC $410 X-Fab $439 $486 Vanguard $510 Dongbu 2007 Sales ($M)
Company Tower / Jazz combined Source: IC Insights 5/2008
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 9 Creating a Leading Specialty Foundry Synergies
of Value Add Technologies Enables Higher Margins Increased Capacity and Scale
to Attract Larger Customers Leadership In Specialty Process Technologies:
CMOS Image Sensor, SiGe, Power Mgmt, NVM, RF-CMOS, BCD Diverse Customer Base
in High Growth Markets Significant Synergy Potential Both on Revenues and
Expenses Global Presence Improves Geographic Reach and Distribution
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Tower Confidential
Inf ormation herein is proprietary and shall not be furnished to third
parties or made public 10 Post Merger Process Portfolio Lineup Technology
Node From Jazz From Tower Tower/Jazz 0.35µm BiCMOS, SiGe Mixed Signal Digital
CMOS 0.16 / 0.13µm SiGe Power/BCD (40V) 0.18µm SiGe Mixed Signal Digital CMOS
BCD (40V) 0.25µm SiGe Mixed Signal Digital CMOS Mixed Signal Digital CMOS
0.50µm Mixed Signal Digital CMOS Image Sensor ( X-Ray& Visible) eNVM eNVM
RF CMOS RFCMOS Image Sensor (X-Ray & Visible) Image Sensor (X-Ray &
Visible) RF CMOS BCD (40V) RF CMOS Power/ BCD (40V)
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 11 Wafer Size 6 Wafer Size 4/3 1 645 35 mm
APS (3:2) 2/3 1/4 1/31/2 1/10 48x36 Consumer (CIF, VGA, SXGA, 2-3M)
Small Medical Advanced Amateur Film Professional Film Studio/High End Film
Large Industrial/Scientific Medical (X-ray) Industrial/ Machine Vision
Medical Summary of application range 8 wafer size
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Tower Confidential
Inf ormation herein is proprietary and shall not be furnished to third
parties or made public 12 X-Ray market Intra-Oral dental Medical Imaging
applications Unique stitching technology Tower provide silicon proven pixels
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 13 Post Merger Process Portfolio Lineup
Technology Node From Jazz From Tower Tower/Jazz 0.35µm BiCMOS, SiGe Mixed
Signal Digital CMOS 0.16 / 0.13µm SiGe Power/BCD (40V) 0.18µm SiGe Mixed
Signal Digital CMOS BCD (40V) 0.25µm SiGe Mixed Signal Digital CMOS Mixed
Signal Digital CMOS 0.50µm Mixed Signal Digital CMOS Image Sensor (
X-Ray& Visible) eNVM eNVM RF CMOS RFCMOS Image Sensor (X-Ray &
Visible) Image Sensor (X-Ray & Visible) RF CMOS BCD (40V) RF CMOS Power/
BCD (40V)
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 14 IDM Transfer Our differentiators:
Engineering capability Secure fab Process IP protection Excellent track
record Transfer specialty technologies to Tower Reduce our customers need to
increase capacity Increase our customers production flexibility Culture and
Trust Partnership, Long term relationships uncompromising level of IP
security guarantee Technology CMOS, Mixed-signal , RF CMOS, CMOS Image
sensors, NVM, Power devices offering from 1u down to 0.13u Engineering Record
time-to-market proven experience in short successful process transfer Focus
Customer commitment Ensure the s us t a ina bilit y of customer s IP Fle x
ibi lit y & dive r s it y S hort T im e to Mone y Re duce r isk and
uncertainty W in W in Approa c h
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 15 Creating a Leading Specialty Foundry
Synergies of Value Add Technologies Enables Higher Margins Increased Capacity
and Scale to Attract Larger Customers Leadership In Specialty Process
Technologies: CMOS Image Sensor, SiGe, Power Mgmt, NVM, RF-CMOS, BCD Diverse
Customer Base in High Growth Markets Significant Synergy Potential Both on
Revenues and Expenses Global Presence Improves Geographic Reach and
Distribution
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 16 Foundry Revenue Growth Y/Y NA 1st Silicon NA
1st Silicon NA Mosel-Vitelic NA Mosel-Vitelic 20 NA Mosel-Vitelic -5%
Chartered NA 1st Silicon -31% Grace 19 7% HHNEC 0% ASMC 1% HHNEC -26%
Vanguard 18 15% UMC 1% Mosel-Vitelic 6% Polar Semi. -24% Tower 17 16% Jazz 1%
TSMC 7% Jazz -16% UMC 16 17% Polar Semi. 2% UMC 13% UMC -15% 1st Silicon 15
19% TSMC 6% HHNEC 13% Vanguard -13% Silterra 14 25% SSMC 6% SMIC 16% He Jian
-10% Jazz 13 28% Chartered 8% Jazz 16% SSMC -9% ASMC 12 32% He Jian 8% SSMC
19% TSMC -3% HHNEC 11 33% SMIC 11% Polar Semi. 19% Silterra -3% CSMC Tech. 10
37% Vanguard 12% Dongbu 25% SMIC -2% Polar Semi. 9 42% Silterra 12% Grace 31%
Dongbu 3% Chartered 8 47% Dongbu 14% He Jian 32% Others 7% TSMC 7 49% ASMC
17% Others 35% Chartered 8% SSMC 6 55% Others 19% Silterra 44% X-Fab 9% He
Jian 5 99% CSMC Tech. 22% Vanguard 46% CSMC Tech. 14% X-Fab 4 103% X-Fab 24%
Tower 49% ASMC 20% SMIC 3 114% Grace 36% CSMC Tech. 91% Grace 38% Others 2
146% Tower 41% X-Fab 99% Tower 52% Dongbu 1 07vs05 07vs06 06vs05 05vs04
Source: The McLean Report, 2008 edition
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 17 Diverse Customer Base No customer overlap out
of the top 20 and only three out of the top 50
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 18 Company Snapshot TSEM (NASDAQ & Tel Aviv
Stock Exchange) Ticker AIMS (Analog Intensive Mixed Signal) PDK (Physical
Design Kits) Embedded Flash MTP&OTP Solutions IP Leadership SiGe/BiCMOS
0.35 to 0.13u Analog CMOS/RFCMOS/BCD 0.8 to 0.16u CMOS Image Sensor 1.0u -
0.18u CMOS 1.0u to 0.13u Process Technologies Three fully owned (US and Israel),
equity stake and partnership in Chinese fabs - ~750,000 annual wafer capacity
(8 equivalents) Fabs 2,100 Employees Migdal Haemek, Israel Headquarters
Combined trailing twelve months (TTM) revenues of $443 million Impressive
cash flow generation with $79 million of TTM EBITDA Substantial, revenue and
cost savings of up to $40 million annually Improved leverage ratios Key
Highlights
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 19 Combined Pro-Forma Capital Structure 179.4
million shares (largely out of the money) 3.1 million options 33.0 million
warrants 17.5 million convertible notes 32.7 million options 37.4 million
warrants 58.8 million convertible notes Equity Derivatives 2 $9.2 million
$128.2 million convertible notes $10.0 million credit facility 19.0 million
shares $32.4 million $125.0 million convertible notes $390.2 million bank
debt (LT) 124.2 million shares 117.8 million shares underlying capital notes
276.2 million shares Common Equity $41.6 million Cash $653.4 million Debt
COMBINED 1. Each Jazz shar e will be converted into 1.8 Tower shares. Rights
to acquire Jazz common shares will be converted into rights to acquire 1.8
Tower ordinary shares. T he exercise price of Jazz options and warrants, and
the conversion price of Jazz convertible notes, will be di vided by 1.8. 2.
Figures shown indic ate the amount of s hares of common equity eac h class of
equity deri vates is c onvertible i nto. As of Q1 2008 (March 31, 2008 for
Tower and March 28, 2008 for Jazz). 1
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Tower
Confidential Inf ormation herein is proprietary and shall not be furnished to
third parties or made public 20 Jazz Convertible Notes Jazzs outstanding
convertible notes would become convertible into Tower common stock at an
adjusted conversion price of about $4.07 The proposed transaction does not
permit Jazz noteholders to require a repurchase of the notes The convertible
notes would remain a financial obligation of Jazz, a wholly owned subsidiary
of Tower
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