Date set for Jazz meeting on Tower offer: Jazz Technologies' shareholders will convene on September 17.

Aug 11, 2008 (Globes - McClatchy-Tribune News Service via COMTEX) -- TSEM | Quote | Chart | News | PowerRating -- Aug. 11--Tower Semiconductor Ltd. (Nasdaq: TSEM; TASE: TSEM | Quote | Chart | News | PowerRating) today announced that Jazz Technologies Inc. (AMEX: JAZ | Quote | Chart | News | PowerRating) will convene a shareholders' meeting on September 17 to vote on Tower's offer to acquire the company. The record date for shareholders to attend the meeting and vote was August 8.

Tower added that the US Securities and Exchange Commission (SEC) has approved all the merger documents, and that the Jazz shareholders meeting is the last act to conclude the deal.

Tower is acquiring Jazz in a share-swap deal, with no cash involved, at a ratio of one Tower share per 1.8 Jazz shares.

Tower is due to acquire Jazz entirely through a share swap at a ratio of 1.8 Jazz shares per Tower share. Tower was traded at $1.16 on the date of the merger announcement, and the ratio gave Jazz a company value of $40 million, reflecting a 146 percent premium on market cap at the time. Tower's share has since fallen to $0.78 as of last Friday's close on Nasdaq, near an all time low. Jazz has a company value of $25.5 million for the deal, a premium of 57 percent on its market cap when the deal was announced. Tower is also due to assume Jazz's liabilities, which total $129 million.

Jazz published its financial report for the second quarter of 2008 last month. The company posted $47.5 million revenue, just above its guidance of $45-47 million, but less than the $50.8 million for the preceding quarter and $52.4 million for the corresponding quarter. It posted a net loss of $4.6 million for the second quarter, compared with $4 million for the preceding quarter and $12.7 million for the corresponding quarter of last year.

Last week, Israel Corp. (TASE: ILCO) announced that it would inject fresh capital into Tower. Tower owed Bank Hapoalim (TASE: POLI; LSE:80OA) and Bank Leumi (TASE: LUMI) $390.2 million at the end of March, and that they will "substantially reduce" this debt. Tower's share rose on the news.

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