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
Tower
Semiconductor & Jazz Technologies Announce
Merger
on Track for Closing in September 2008
Jazz
Technologies Stockholders to Vote September 17, 2008
Registration
Statement Declared Effective by the SEC
MIGDAL
HA’EMEK, Israel & NEWPORT BEACH, California (August 13, 2008) - Tower
Semiconductor, Ltd. (Nasdaq: TSEM, TASE: TSEM), an independent specialty
foundry, and Jazz Technologies (AMEX:JAZ), a leader in Analog-Intensive Mixed
Signal (AIMS) foundry solutions, today announced that their previously announced
proposed merger is progressing toward timely closing, currently expected in
September 2008.
Tower's
registration statement on Form F-4, containing information relating to its
proposed merger with Jazz, was declared effective by the Securities and Exchange
Commission, clearing the way for a Jazz stockholder vote on the merger. Jazz
has
set September 17, 2008 as the date for the special meeting of its stockholders
to vote on the proposal to approve and adopt the Agreement and Plan of Merger
and Reorganization with Tower Semiconductor, to be followed by the closing
of
the merger. Jazz expects to mail to its stockholders this week the special
meeting proxy statement contained in Tower’s registration
statement.
The
merger is subject to customary closing conditions, including the approval of
majority of Jazz’s common stock outstanding as of the close of business on
August 8, 2008.
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. Tower’s customer orientation is complemented by its
uncompromising attention to quality and service. Its specialized processes
and
engineering expertise provides highly flexible, customized manufacturing
solutions to fulfill the increasing variety of customer needs worldwide.
Boasting two world-class manufacturing facilities with standard and specialized
process technologies ranging from 1.0- to 0.13-micron, Tower Semiconductor
provides exceptional design support and technical services to help customers
sustain long-term, reliable product performance, while delivering on-time and
on-budget results. More information can be found at
http://www.towersemi.com
.
About
Jazz Technologies and Jazz Semiconductor:
Jazz
Technologies(TM) (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 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
.
Safe
Harbor Regarding 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 the timing of the proposed merger of
Tower
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. The potential risks and uncertainties include,
among
others, the possibility that the merger does not close or that the closing
may
be delayed, 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 press release as a result of new information, future events or
otherwise.
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. Additional information regarding
Tower’s executive officers and directors is included in Tower’s 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 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.
Investors
and Press Contact:
For
Tower Semiconductor:
Shelton
Group
Ryan
Bright, (972) 239-5119 ext. 159
rbright@sheltongroup.com
Tower
Semiconductor
Limor
Asif, + 972-4-650 6936
Limoras
@towersemi.com
For
Jazz Technologies:
Jazz
Technologies, Inc
Linda
Rothemund, (415) 445-3236
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