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JAZZ SEMICONDUCTOR TO MERGE WITH
ACQUICOR TECHNOLOGY INC.
NEWPORT BEACH, Calif., September 26, 2006
-- Jazz Semiconductor announced today that it has entered into a
merger agreement with Acquicor
Technology Inc. under which Jazz will merge with a wholly owned
subsidiary of Acquicor in an all-cash transaction valued at $260
million, subject to adjustment based on Jazz's working capital and
for possible future contingent payments. Following the merger, Jazz
will become a wholly owned subsidiary of Acquicor and will continue
to operate as Jazz Semiconductor. Completion of the merger is expected
to occur in the first quarter of 2007.
Completion of the merger is expected to provide a diversified stockholder
base and to facilitate the management team's long-term goal of growing
the company through access to capital and broader exposure through
access to public markets. Jazz Semiconductor will no longer pursue
its initial public offering plans as a result of the merger because
Acquicor is already a publicly traded company.
Jazz Semiconductor was initially formed upon the contribution to
Jazz of Newport Fab, LLC by Conexant Systems Inc., together with
a $52 million cash investment in Jazz by The Carlyle Group for a
controlling interest. The Carlyle Group invested in Jazz to facilitate
the company's transition from a captive manufacturing facility within
Conexant to an independent semiconductor foundry. This transition
has largely been completed and has resulted in over 300 design wins
with over 95 new customers.
Acquicor is focused on acquiring businesses with technologies that
can be positioned advantageously in the market and seeks to assist
these companies in capitalizing on market opportunities. Acquicor
was formed to lend its management skills and technology expertise
to the task of growing the businesses in which it invests.
Acquicor is led by industry veteran Gilbert F. Amelio, former chairman
and chief executive officer of Apple Computer, Inc. and former chairman
and chief executive officer of National Semiconductor Corporation.
Mr. Amelio also served as the president of Rockwell Communications
Systems, a semiconductor manufacturing division of Rockwell International
Corporation, which was later spun-off as Conexant Systems, Inc.
In that capacity, Mr. Amelio was responsible for operation of the
manufacturing facility that is now operated by Jazz.
Acquicor has indicated that the merged company will continue to
focus on the specialty foundry business model that has enabled Jazz
Semiconductor's success to date. Following the merger, Shu Li will
continue as chief executive officer of Jazz Semiconductor and Gil
Amelio will continue as chief executive officer of Acquicor.
Founded in 2002, Jazz Semiconductor offers process technologies
for the manufacture of highly integrated analog and mixed-signal
semiconductor devices. Jazz Semiconductor's headquarters and its
manufacturing facility are located in Newport Beach, California
and the company currently supports customers such as Skyworks Solutions,
Inc., Conexant Systems, Inc., Marvell Technology Group, Ltd., RF
Micro Devices, Inc., Freescale Semiconductor, Inc., and Texas Instruments.
Jazz Semiconductor maintains manufacturing partnerships with Hua Hong
NEC Electronics Company (HHNEC) and Advanced Semiconductor Manufacturing
Corporation (ASMC) in Shanghai, China.
"This merger reinforces Jazz Semiconductor's long-term strategic
focus on a successful specialty foundry business model," said
Shu Li, president and chief executive officer of Jazz. "The experience
the Acquicor team brings to Jazz underscores our commitment to being
a leading technology company."
About Jazz Semiconductor
Jazz Semiconductor is an independent wafer foundry primarily focused
on specialty CMOS process technologies, including High Voltage CMOS,
SiGe BiCMOS and RFCMOS for the manufacture of highly integrated
analog and mixed-signal semiconductor devices. The company's specialty
process technologies are designed for customers who seek to produce
analog and mixed-signal semiconductor devices that are smaller and
more highly integrated, power-efficient, feature-rich and cost-effective
than those produced using standard process technologies. Jazz customers
target the wireless and high-speed wireline communications, consumer
electronics, automotive and industrial end markets. Jazz's executive
offices and its U.S. wafer fabrication facilities are located in
Newport Beach, CA. For more information, please visit www.jazzsemi.com.
Jazz Company Contact
Jessica McNaughton
949/435-8086
jessica.mcnaughton@jazzsemi.com
Jazz Media Contact
Lauri Julian
949/715-3049
l.julian@mediaconnectpr.com
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