Tower Semiconductor in Proposed Acquisition of Jazz Technologies

May 30, 2008

Cleary Gottlieb represented Citigroup Global Markets Inc. as financial adviser to Tower Semiconductor in its proposed acquisition of Jazz Technologies. The transaction was announced on May 30.

Under the terms of the offer, which the Tower board of directors agreed to recommend, Jazz Technology’s shareholders would receive rights to 1.8 Tower ordinary shares in exchange for each share of Jazz common stock. The total value of the transaction, including net debt, is approximately $169 million. Citigroup rendered a fairness opinion to the Tower board of directors.

Jazz Technologies, the parent company of Jazz Semiconductor, is based in Newport Beach, CA, with manufacturing and engineering facilities in Shanghai, China. Jazz is traded on the American Stock Exchange. Jazz Technologies is a leading independent wafer foundry focused on Analog-Intensive Mixed-Signal process technologies. Tower Semiconductor, based in Migdal Ha’emek, Israel, manufactures integrated circuits that are incorporated into a wide range of products in diverse markets, including consumer electronics, personal computer and office equipment, communications, automotive, industrial, professional photography and medical products. Tower Semiconductor’s shares are traded on NASDAQ and the Tel Aviv Stock Exchange.