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
The slides contained in this filing were used in a presentation given to media and analysts on July 9, 2008, hosted by Russell C. Ellwanger, the Chief Executive Officer of Tower Semiconductor Ltd.
Tower Semiconductor
Collins Stewart
July 9, 2008
Forward Looking Statements
The information presented today contains forward-looking statements that
relate to anticipated future operating results. Those statements are based on
management’s current expectations and assumptions, which may be affected
by subsequent developments and business conditions, and necessarily
involve risks and uncertainties. Therefore, there can be no assurance that
actual future results will not differ materially from anticipated results.
For a discussion of risks and uncertainties that may affect the accuracy of
forward-looking statements or which may otherwise affect our business,
please see the information included under the heading "Risk Factors" in our
most recent filings on Forms 20-F, F-1, F-3 and 6-K, as were filed with the
Securities and Exchange Commission and the Israel Securities Authority.
2
Tower Financials
3
Revenue and EBITDA
Revenues
(in $M)
* Q205 data excludes $8M effect from a Fab2 technology agreement
** Midrange of company guidance
Positive EBITDA
Positive Cash
from Operations
$75
$49
($26)
EBITDA
$137
$231
$94
Revenues
2007
2005
(in $millions)
55%
EBITDA / Revenues
Q1'08
Q2'08
Q4'07
Q3'07
Q2'07
Q1'07
Q4'06
Q3'06
Q2'06
Q1'06
Q4'05
Q3'05
Q2'05
Ebitda positive
since Q4’05;
EBITDA qtr.
run rate since
-$10M in ’05,
to +$12M
in ’07
Cash flow
positive since
Q4’06; Cash
flow qtr. run rate
since -$16M in
’05, to +$4M
in ‘07
58**
57.6
61.6
56.6
57.1
55.6
55.5
51.5
44.6
35.9
31.1
20.6
19.2
4
Q1- 2008 Financial Results
Financial Highlights
Achieved revenue of $57.6M
2nd highest quarterly revenue in the Company’s history
Positive cash flow from operations for the 6th consecutive quarter and positive
EBITDA for the 10th consecutive quarter
Major Announcements
Tower Semiconductor Chosen as Strategic Supplier for a Select Portfolio of CMOS
Products by ON Semiconductor:
Launch a Multi-Year and Potentially Multi-Million Dollar Collaboration Project
Co-develop and manufacture multiple lines of products
Ramping to production of Canesta’s 3D Image Sensors in Fab 2 targeted at the
automotive and gaming / 3D camera market
Initiated production of N-trig’s Digitizer Chips in Fab 2 targeted at the convertible
notebook market
Tower Semiconductor to Launch Volume Production of QuickLogic's ArcticLink II
VX Solution Platforms for Mobile Display Devices
5
Foundry Revenue 2005-6-7
163
Others
139
Others
105
Others
16+
0
1st Silicon
0
1st Silicon
71
1st Silicon
15
105
Polar Semi.
95
Polar Semi.
78
CSMC Tech.
14
155
CSMC Tech.
114
CSMC Tech.
90
Polar Semi.
13
157
Mosel-Vitelic
155
Mosel-Vitelic
94
Tower
12
170
ASMC
155
Silterra
100
Grace
11
185
Silterra
170
ASMC
114
ASMC
10
214
Grace
187
Tower
130
Silterra
9
207
Jazz
191
Grace
140
Mosel-Vitelic
8
231
Tower
213
Jazz
199
Jazz
7
330
He Jian
290
He Jian
202
X-Fab
6
335
HHNEC
290
X-Fab
250
He Jian
5
350
SSMC
315
HHNEC
280
SSMC
4
410
X-Fab
325
SSMC
313
HHNEC
3
485
Vanguard
398
Vanguard
347
Dongbu
2
510
Dongbu
456
Dongbu
353
Vanguard
1
1445
Chartered
1465
SMIC
1132
Chartered
D
1560
SMIC
1528
Chartered
1171
SMIC
C
3755
UMC
3670
UMC
3259
UMC
B
9813
TSMC
9748
TSMC
8217
TSMC
A
2007
2006
2005
(in $M)
6
Tower Revenues vs. Leading Foundries
* 2005 data excludes $8M effect from a Fab2 technology agreement
2007 vs. 2005 Revenue Growth
146%
20%
16%
23%
31%
0%
20%
40%
60%
80%
100%
120%
140%
160%
Tower
TSMC
UMC
SMIC
CHRT
7
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
8
What Will Fuel Our Organic Growth
0.13u Capacity
Utilization
Growth
IDM
CMT Joint
Venture
Power
Management
RFID
Image Sensors
New project with existing high volume 0.13um customer
Existing very large volume customer has taped out 0.13u product with
volume ramp expected to start in Q1-09
Return customer (large IDM) expected to tape out in Q4-08
0.13u cross sales from Jazz customers
Mid 2009, greater than 10,000 wpm potential
Multiple IDM transfers in stages of growth, as well as new opportunities in
several stages of closure
Porting from fab closure for large volume customer
First product has fab’ed out and being evaluated
Won the 1st customer project with new power management platform
Increased world wide RFID activity including prototype activities with 2
industry leading Chinese customers
Continue to gain design wins for multiple Image Sensors applications
9
2006 was a breakout year for Tower
99% annual growth vs. foundry industry weighed average growth of 25%
Achieved consecutive quarterly record sales
Achieved positive EBITDA in all quarters
Achieved positive cash from operations in Q4’06, per target
2007-2008 continues the momentum
2007 YTD year-over-year 23% up vs. industry up 3%
Q1-2008 revenue of $57.6M, representing the 2nd highest quarterly revenue
in the Company’s history
Achieved positive EBITDA in all quarters
Achieved positive cash from operations in all quarters
Several new growth opportunities at various stages incorporating
Tower’s design and specialty manufacturing capabilities
Summary of Tower Stand Alone
10
Tower Semiconductor
and
Jazz Technologies
Creating the Leading Specialty Foundry
11
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 shares of Tower for each Jazz share
Customary closing conditions including Jazz shareholder approval
Expected to close in 2nd half 2008
Merger is expected to create the leading pure-play
specialty foundry and #7 overall pure-play foundry
12
What will fuel our growth (Jazz merger)
Combined company will improve sales & EBITDA by
2X-2.5X from Day1
Jazz customers synergies
See next slides
Jazz growth
See next slides
13
Creating the 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
14
Creating the 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
15
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
16
Overview of Jazz’s Key Assets
$9 million
Cash
$19 million book value (market value materially higher)
10% Stake in Chinese Fab
(HHNEC)
$18 million book value
Intellectual Property
$34 million
Available Unused Credit Bank
Facility
$249 million book value
(market value materially higher)
Balance Sheet Value
$121 million ($79 million is machinery and equipment)
Property, Plant & Equipment, net
$26 million
Accounts Receivable, net
$13 million
Inventory, net
Value as at Mar 28, 2008
Asset
17
Foundry Revenue 2005-6-7
163
Others
139
Others
105
Others
16+
0
1st Silicon
0
1st Silicon
71
1st Silicon
15
105
Polar Semi.
95
Polar Semi.
78
CSMC Tech.
14
155
CSMC Tech.
114
CSMC Tech.
90
Polar Semi.
13
157
Mosel-Vitelic
155
Mosel-Vitelic
94
Tower
12
170
ASMC
155
Silterra
100
Grace
11
185
Silterra
170
ASMC
114
ASMC
10
207
Jazz
187
Tower
130
Silterra
9
214
Grace
191
Grace
140
Mosel-Vitelic
8
231
Tower
213
Jazz
199
Jazz
7
330
He Jian
290
He Jian
202
X-Fab
6
335
HHNEC
290
X-Fab
250
He Jian
5
350
SSMC
315
HHNEC
280
SSMC
4
410
X-Fab
325
SSMC
313
HHNEC
3
485
Vanguard
398
Vanguard
347
Dongbu
2
510
Dongbu
456
Dongbu
353
Vanguard
1
2007
2006
2005
(in $M)
Source: The McLean Report, 2008 edition
18
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
$438
$486
Vanguard
$510
Dongbu
2007 Sales ($M)
Company
Tower / Jazz is Pro Forma
Source: IC Insights 5/2008
19
Creating the 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
20
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)
21
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
22
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
23
Application vs. Process Technology
10 GHz
1 GHz
100 MHz
SBC18H2 ft/fmax > 200 GHz
SBC18HX ft/fmax > 150 GHz
SBC18PT ft/fmax > 120 GHz
SBC35QTL ft/fmax > 60 GHz
BC35 ft/fmax > 25 GHz
100 GHz
.2
.3
.4
.5
.6
.7
.8
.9
2
3
4
5
6
7
8
9
20
30
40
50
60
70
80
90
62 Mb/s
OC 12
2.5 Gb/s
OC 48
10 Gb/s
OC 192
40 Gb/s
OC 768
RKE
GPS
DBS (SAT)
MW Radio
Terrestrial TV
GSM
UWB
Radar
Radar
WLAN/WiMAX
Bluetooth
DECT/UMTS
Operating Frequency (GHz)
Every high-frequency application can be served through the combined offering
24
FEM
Goal: Replace Expensive Discrete GaAs Components with Single Silicon Chip
PA
GaAs HBT
Switch
PHEMPT
Matching/Filters
SAW/BAW
IPD
Power Control
CMOS
Antenna
Silicon
Non-Silicon
Today
Future Integration:
Silicon Radio Platform
Transceiver
SiGe, RF CMOS
PA Frequency / Performance
Power
2.4G DCT
802.11b
802.11g
5.8G DCT
802.11a,n
UWB
WiMax
800MHz GSM
2GHz GSM
800MHz CDMA
2GHz CDMA
WCDMA/EDGE
PHS
10-15dBm
20-24dBm
28-34dBm
Bluetooth
900MHz DCT
CP05, SBC35
SBC18QPA
Silicon Radio Platform
Single Chip Silicon FEM
25
SiGe Market Overview
Pure Play Foundry vs IDM Market Share
Pure Play Market Share
Source: SemiCo 2006
The SiGe market is estimated to total approx 2.0 million wafers per year and be
worth approx $3.0 billion per year (analogous foundry wafer pricing)
80%
20%
IDM
Pure Play
53%
17%
30%
IBM
TSMC
Jazz
26
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
27
TS05 (5Vgs, 40Vds)
BCD25 (5Vgs, 40Vds)
CP05 (5V CMOS)
BCD05 (5/16Vgs, 40Vds)
Power Management Technology
0.25um
0.18um
0.5um
Best-in-Class On-Resistance Across Broad Range of Voltage and Geometry
BCD18 (1.8/5Vgs, 40Vds)
TS18SLPM (1.8/5Vgs, 42Vds)
0
20
40
60
80
100
0
20
40
60
80
BVdss
Competition
Tower/Jazz
Devices
28
Start Industry best LDMOS Model (NXP MM20)
Add physical, scalable model for extended drift region
Enable Rdson / BVdss optimization for each transistor in the design
Physical Model Makes Rdson / BVdss a Design Variable
Scalable LDMOS for Rdson/BVdss
Optimization
29
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
30
RFID – What is it ?
RFID = Radio Frequency IDentification
An emerging new technology set out to
replace bar-codes
0.18u Ultra Low
Power RFID IC
31
Specialty process & device
Low cost 0.18µm 3LM Analog (DNW, MIM) process platform
Schottky diodes – high speed low Von rectifiers
Native (“Zero Vt”) transistor
Extended voltage range
Specific Low Leakage (LL) devices
ESD solution (low RF-loss)
IP characterized for low Vdd operation
RFID NVM
Low power MTP and OTP solutions (no added mask)
Developed special low power NVM cells for RFID (CFlash)
Devices characterized over a wide frequency range
Support present systems (900MHz) and future needs (2.4GHz)
Human
Postal
Asset tracking
RFID Offering @ Tower
32
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
33
Partnering with Customers for Volume MEMS Manufacturing
“Transfer–in” – Transfer existing process to Jazz for volume production
“Co-develop” – Form joint program to deliver process & product
“Develop to spec” – Jazz and partners build process & devices to spec
Examples
Si MEMS: Oscillator (replacing quartz oscillator)
RF MEMS: Tunable capacitor (for use in handsets)
Post Process MEMS: SBC35 + CMU Post Process MPW
Medical MEMS: In development
Interferometric image
of Hex varactor
Tunable capacitor in VCO design
courtesy Carnegie Mellon University
Partnering with Customers, University, DARPA to Bring MEMS to 200mm Si Wafer Manufacturing
Optical image of MEMS capacitor
array for duplex or MIMO function
Si MEMS resonator – replaces
quartz timing device. Courtesy SiTime
MEMS Technology and Services
34
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
35
X-Ray market – Medical and Dental
Intra-Oral dental
Medical Imaging applications
Unique stitching technology
Silicon proven pixels
Seamless stitch boundary
0.28 micron stitched metal lines
36
Wafer Size
6” Wafer Size
4/3”
1”
645
35 mm
APS (3:2)
2/3”
1/4”
1/3”
1/2”
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
37
eNVM
RFID
Power Management
The Specialty Foundry
Specialty
Foundry
CMOS Image
Sensors
AIMS & RF
(SiGe & RFCMOS)
MEMS
38
Jazz Target Markets
Radio Frequency
Cellular handset transceivers
WLAN / WiMAX transceivers
TV tuners
GPS
Broadband
Power Management
LED Drivers
Motor Control
High Performance Analog
Optical networks
Data converters
Amplifiers, filters, mixers
Aerospace & Defense
Infra-red night vision
Communications and radar
39
Creating the 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
40
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
41
Diverse Customer Base
No customer overlap out of the top 20 and only three out of the top 50
42
Combined 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
1,950
Employees
Migdal Haemek, Israel
Headquarters
Combined trailing twelve months (TTM) revenues of $443 million
Impressive cash flow generation with $84 million of TTM EBITDA
Substantial, revenue and cost savings of up to $40 million annually
Improved leverage ratios
Key Financial Highlights
43
Day-After Financials * ($M) :
124
49
43
(26)
EBITDA
443
231
187
94
Sales
Q2’07-Q1’08
2007
2006
2005
Tower & Jazz
Tower
* 2005 excludes $8M one-time effect from a Fab2 technology agreement
** LTM Ebitda assumes $40 million of synergies plan as announced on May 19, 2008
Sales
50
100
150
200
250
300
350
400
450
500
2005
2006
2007
Q2’07-Q1’08
EBITDA
-50
-25
0
25
50
75
100
125
150
2005
2006
2007
Q2’07-Q1’08
44
Combined Company Snapshot
Tower Will “get”:
2X sales in Day1 post closing; targeting more
than 2X within a year from customer synergies
2X-2.5X Ebitda from Day1 post closing;
targeting much more than that within a year
from customers & cost synergies
Tower will “pay” for that:
9% dilution (on a fully-diluted basis)
Bottom line:
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Summary Highlights
3rd Largest Pure Play Specialty Foundry
Increase capacity and scale to attract bigger customers
Capacity of ~750k wafer starts annually (8" equivalents)
Global manufacturing capacity and distribution network
Strong Sector Fundamentals
Pure play foundry revenues expected to grow by an average of 19% annually until 2012
Represents a growth rate of more than 50% higher than the total semi industry
Leadership in Specialty Process Technologies
Product offering ranges from CMOS Image Sensor, NVM and RF CMOS to specialty Mixed
Signal, SiGe, Power Management and RF processes
Addition of value add technologies enable higher margins
Diversified Blue Chip Customer Base
SanDisk, Vishay Siliconix, On Semi, International Rectifier, Freescale, Toshiba, Texas
Instruments, RFMD, Entropic
Exceptional Financial Performance and Significant Operating Leverage
10th successive quarters of positive EBITDA and Cash flow positive since Q4 ’06
Doubling of revenues and improved EBITDA margins through acquisition of Jazz
Potential synergies of approx $40 million resulting from Jazz transaction
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Additional Information about the
Proposed Merger
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 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.
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Thank You
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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.
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 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 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 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 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 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.
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