EXHIBIT 99.1
PROXY
JAZZ TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________, 2008
The undersigned hereby appoints Gilbert F. Amelio as proxy of the
undersigned, with full power of substitution, to vote all of the shares of stock
of Jazz Technologies, Inc. held of record that the undersigned may be entitled
to vote at the Special Meeting of Stockholders of Jazz Technologies, Inc. to be
held on _______, 2008, at 4321 Jamboree Road, Newport Beach, California 92660,
at 10:00 A.M. (Pacific Time), and at any and all postponements, continuations
and adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR"
EACH OF THE TWO PROPOSALS SHOWN ON THE REVERSE SIDE. IF SPECIFIC INSTRUCTIONS
ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
THE BOARD OF DIRECTORS OF JAZZ TECHNOLOGIES, INC. RECOMMENDS A VOTE "FOR"
BOTH PROPOSALS SHOWN ON THE REVERSE SIDE.
(Continued and to be signed on reverse side)
- ------------FOLD AND DETACH HERE AND READ THE REVERSE SIDE----------------------
PROXY
JAZZ TECHNOLOGIES, INC.
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VOTE BY INTERNET OR TELEPHONE
QUICK *** EASY *** IMMEDIATE
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As a stockholder of Jazz Technologies, Inc., you have the option of voting your
shares electronically through the Internet or on the telephone, eliminating the
need to return the proxy card. Your electronic vote authorizes the named proxies
to vote your shares in the same manner as if you marked, signed, dated and
returned the proxy card. Votes submitted electronically over the Internet or by
telephone must be received by 7:00 p.m., Eastern Time, on ___, 2008.
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VOTE YOUR PROXY ON THE INTERNET:
GO TO www.continentalstock.com. Have your proxy card OR
available when you access the above website. Follow the
prompts to vote your shares.
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VOTE YOUR PROXY BY PHONE:
CALL 1 (866) 894-0537. Use any touch-tone telephone to vote OR
your proxy. Have your proxy card available when you call.
Follow the voting instructions to vote your shares.
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VOTE YOUR PROXY BY MAIL:
Mark, sign, and date your proxy card, then detach it, and
return it in the postage-paid envelope provided.
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PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE
VOTING ELECTRONICALLY OR BY PHONE
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FOLD AND DETACH HERE AND READ THE REVERSE SIDE
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. UNLESS A
CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE TWO
PROPOSALS, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
THE BOARD OF DIRECTORS OF JAZZ TECHNOLOGIES, INC. RECOMMENDS A VOTE "FOR" BOTH
PROPOSALS.
PROPOSAL 1: To approve and adopt the Agreement and Plan of Merger and
Reorganization, dated as of May 19, 2008, by and among Jazz
Technologies, Inc., Tower Semiconductor Ltd., an Israeli company,
and its wholly owned subsidiary, Armstrong Acquisition Corp., a
Delaware corporation, as such agreement may be amended from time
to time (also referred to as the "merger agreement"), and approve
the merger provided for therein.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2: To adjourn or postpone the special meeting if determined
to be necessary or appropriate to solicit additional proxies if
there are insufficient votes at the time of the special meeting
to approve and adopt the merger agreement and approve the merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please date this proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such. If
executed by a corporation, the proxy should be signed by a duly authorized
officer.
Please mark, sign, date and return your proxy promptly in the enclosed envelope
whether or not you plan to attend the Special Meeting. No postage is required.
You may nevertheless vote in person if you do attend.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
SIGNATURE OF STOCKHOLDER_______________ SIGNATURE OF STOCKHOLDER________________
DATED:__________, 2008
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.