Friday, Tower Semiconductor Ltd. (TSEM), an independent specialty wafer foundry, revealed the completion of its merger with Jazz Technologies, Inc., a provider of Analog-Intensive Mixed-Signal foundry solutions. As a result of this transaction, both Jazz Technologies and its subsidiary, Jazz Semiconductor, Inc., became wholly-owned subsidiaries of Tower Semiconductor.
As per the terms of the merger, Tower acquired all the outstanding shares of Jazz in a stock-for-stock transaction. Upon closing of the merger, each outstanding share of Jazz common stock was converted into 1.8 Tower ordinary shares, while each outstanding warrant and outstanding option to acquire Jazz common stock became exercisable for 1.8 Tower ordinary shares, and Jazz's convertible notes became convertible into Tower ordinary shares based on the same exchange ratio. Effective September 19, Jazz's common stock, warrants and units will no longer be traded on the American Stock Exchange.The merger creates a financially stronger company with trailing twelve month or TTM revenues of about $440 million and pro forma TTM EBITDA of nearly $120 million, including the effects of an expected additional $40 million in annual cost saving synergies announced earlier in conjunction with the merger.
Tower will retain its same and Jazz Semiconductor will be known as Jazz Semiconductor, Inc., a Tower Group Company. Russell Ellwanger, Tower's chief executive officer, has been named chairman of the board of directors of Jazz and will be responsible for developing final details of the merged organizational structure as well as the integration plan over the next several months. Additionally, Gilbert Amelio, Jazz's chairman and chief executive officer, announced his decision to retire as an officer and director, effective the closing of the merger. He will continue to serve as a special advisor to Tower's board of directors.
TSEM closed Thursday's regular trade at $0.46, flat with the previous close, on 95,500 shares.
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