Exhibit 3
NEWS RELEASE
TOWER SEMICONDUCTOR'S SHAREHOLDERS APPROVE
APPOINTMENT OF NEW CHAIRMAN AND ACTING CHIEF
EXECUTIVE OFFICER AND AMENDMENT TO FAB 2
INVESTMENT AGREEMENTS
o CARMEL VERNIA TO SERVE AS CHAIRMAN TO TOWER'S BOARD OF DIRECTORS AND
ACTING CEO AS OF JUNE 1, 2003
o AMENDMENT TO TERMS OF FINAL MILESTONE PAYMENT WITH FAB 2 INVESTORS
APPROVED
MIGDAL HAEMEK, Israel - May 14, 2003 - Tower Semiconductor Ltd. (NASDAQ: TSEM;
TASE: TSEM) today announced that Tower's shareholders have approved the
previously announced appointment of Carmel Vernia as Chairman of Tower's Board
of Directors and as its Acting Chief Executive Officer. Mr. Vernia's positions
with Tower will officially commence on June 1, 2003.
Tower's shareholders also approved the previously announced amendment to its Fab
2 investment agreements in connection with the terms of the fifth and final
milestone payment. This amendment is subject to Tower concluding arrangements
with its banks for the completion of its 2003 financing package. Also approved
is an increase in Tower's authorized share capital to NIS 100,000,000 divided
into 100,000,000 ordinary shares.
ABOUT TOWER SEMICONDUCTOR LTD.
Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures integrated circuits with geometries ranging from
1.0 to 0.18 microns; it also provides complementary manufacturing services and
design support. In addition to digital CMOS process technology, Tower offers
advanced non-volatile memory solutions, mixed-signal and CMOS image-sensor
technologies. To provide world-class customer service, the company maintains two
manufacturing facilities: Fab 1 has process technologies from 1.0 to 0.35
microns and can produce up to 20,000 150mm wafers per month. Fab 2 features
0.18-micron and below process technologies, including foundry-standard
technology, and will offer full production capacity of 33,000 200mm wafers per
month. The Tower Web site is located at www.towersemi.com.
SAFE HARBOR
This press release includes forward-looking statements, which are
subject to risks and uncertainties. Our actual results may vary from those
projected or implied by such forward-looking statements. Potential risks and
-MORE-
uncertainties include, without limitation, risks and uncertainties associated
with (i) obtaining required approvals of our banks to the amendment to the Fab 2
investment agreements, (ii) our need to renegotiate our Fab 2 credit facility to
extend the deadlines by which were and are required to raise additional
financing in 2002 and 2003 and meet the fifth and sixth milestones, which, in
the absence of a renegotiated agreement, would result in an event of default
under the credit facility in which event the banks would have the right to call
our loans and exercise their liens against our assets, (iii) the review of our
Fab 2 plan currently being conducted by a leading consulting company engaged by
the Company which may affect the renegotiation of the terms of the credit
facility, (iv) the possible claim by our wafer partners, financial investors and
the Investment Center of the State of Israel of a breach of and suspension of
performance under our agreements if an event of default should be declared under
the credit facility, (v) raising at least $26 million of additional funding for
Fab 2 before the end of 2003, which is a condition to completion of the fifth
milestone investment by our major wafer and equity partners, (vi) securing at
least $33 million in interim funding from our banks prior to their approval of
the amendment to the Fab 2 investment agreements in order to receive an advance
of at least $13 million from its major shareholders (vii) our ability to obtain
additional financing for the Fab 2 project from equity and/or wafer partners,
the Israeli Investment Center, our banks, and/or other sources, as required
under the Fab 2 business plan and pursuant to our agreements with our wafer and
equity partners, banks and the Israeli Investment Center (viii) our satisfaction
of all other conditions under our agreements with our Fab 2 equity and wafer
partners, the Israeli Investment Center and our banks, (ix) obtaining the
approval of the Israeli Investment Center to extend the five-year investment
period under our Fab 2 approved enterprise program and of amendments to our
modified business plan, (x) ramp-up of production at Fab 2, (xi) completion of
the development and/or transfer of advanced process technologies to be utilized
in our existing facility and in Fab 2, (xi) market acceptance and
competitiveness of the products to be manufactured by us for customers using
these technologies, (xii) obtaining additional business from new and existing
customers (xiii) conditions in the market for foundry manufacturing services and
in the market for semiconductor products generally and (xiv) possible loss of
our exclusive foundry license with Saifun if we fail to meet certain sales
levels and other conditions. 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 our business is
included at "Risk Factors" in our most recent Annual Report on Form 20-F, as
filed with the Securities and Exchange Commission and the Israel Securities
Authority.
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PR Agency Contact Investor Relations Contact Corporate Contact
JULIE LASS SHELDON LUTCH TAMAR COHEN
Loomis Group Fusion IR & Communications Tower Semiconductor Ltd.
+1 (713) 526 3737 +1 (212) 268 1816 +972-4650-6998
lassj@loomisgroup.com sheldon@fusionir.com pr@towersemi.com