
Tower Semiconductor is to acquire the other struggling specialty
foundry, Jazz Semiconductor, in an all-share deal valued at
approximately $169 million, including a net debt. The stock-for-stock
transaction values Jazz at approximately $40 million. Russell
Ellwanger, CEO of Tower Semiconductor will head the new entity with
Jazz operating as a wholly-owned subsidiary. Jazz was initially formed in March 2002 as a joint venture between
Conexant and The Carlyle Group, a private equity firm. Jazz
Semiconductor was established when asset acquisition firm Acquicor
Technology took over the foundry in February 2007. The merger was then
put at $260.1 million.
"Over the past few months, our Board has
carried out a review of various strategic alternatives to enhance
stockholder value and this definitive agreement is the result of that
process," said Gil Amelio, Chairman and CEO of Jazz. "Jazz's management
looks forward to working with Tower in the coming months to
successfully implement the transaction."
"The acquisition of
Jazz is an excellent strategic fit for Tower - it creates economies of
scale which allows for improved margins and strongly complements our
specialty process offering, transforming us into the leading specialty
pure-play foundry," said Russell Ellwanger, CEO of Tower. "We are
confident that we will realize significant benefits and synergies,
including a comprehensive process portfolio which expands our
addressable market and fuels a growing and more diversified customer
base with highly differentiated product platforms."
Tower will
now have two fabs in Israel, one in the U.S. and an ownership interest
in a fab in China that equates to a combined (200mm equivalents)
capacity of 750,000 annual wafer starts.
According to Tower,
the trailing 12-month revenues of the two foundries combined would
total $443 million. Cost-saving synergies were put at up to $40 million
annually, Tower said. Both foundries have been loss-making for many
years.