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 presented to analysts on May 20, 2008, by Russell C. Ellwanger, the Chief Executive Officer of Tower Semiconductor Ltd. (Tower), Oren Shirazi, the Chief Financial Officer of Tower, and other executives of Tower, and Paul Pittman the Chief Financial Officer of Jazz Technologies, Inc.
Tower Semiconductor
and
Jazz Technologies
Creating the Leading Specialty Foundry
Forward Looking Statements
The information presented today contains forward-looking statements that relate to
anticipated future operating results. Those statements are based on managements
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
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
Implies $40 million in value based on Towers closing price of $1.16
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
3
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
4
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
5
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
6
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
7
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
8
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)
9
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
10
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
11
Diverse Customer Base
No customer overlap out of the top 20 and only three out of the top 50
12
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
2,100
Employees
Migdal Haemek, Israel
Headquarters
Combined trailing twelve months (TTM) revenues of $443 million
Impressive cash flow generation with $79 million of TTM EBITDA
Substantial, revenue and cost savings of up to $40 million annually
Improved leverage ratios
Key Financial Highlights
13
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 Towers proposed merger with Jazz. These statements are based on managements 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 Towers and Jazzs 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 Towers and Jazzs 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.
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 Towers business is included under the heading Risk Factors in Towers 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 intends to file with the SEC a Registration Statement on Form F-4 that will contain 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, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOWER, JAZZ AND THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the Registration Statement on Form F-4, the Proxy Statement/Prospectus and other relevant materials and documents filed by Tower or Jazz with the SEC, when they become available, 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 Towers executive officers and directors is included in Towers Form 20-F for the year ended December 31, 2006, which was filed with the SEC on June 25, 2007. Additional information regarding the executive officers and directors of Jazz is included in Jazzs 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 SECs 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.