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ACQUICOR TECHNOLOGY INC. COMPLETES MERGER WITH JAZZ SEMICONDUCTOR,
INC.
Acquicor Announces Name Change to Jazz Technologies, Inc.
NEWPORT BEACH, Calif., February 20, 2007
-- Jazz Technologies, Inc., formerly Acquicor Technology Inc., and
Jazz Semiconductor, Inc., today announced the completion of the
merger between the two companies. Under the terms of the Agreement
and Plan of Merger dated as of September 26, 2006, Jazz Technologies
acquired all of the outstanding securities of Jazz Semiconductor
and Jazz Semiconductor became a wholly owned subsidiary of Jazz
Technologies. After the completion of the merger, Acquicor Technology
changed its name to Jazz Technologies, Inc.
At the closing of the Merger, Jazz Technologies made total payments
of approximately $260.1 million pursuant to the merger agreement,
which included the impact of an estimated working capital adjustment
and the deduction of $4.4 million of transaction costs incurred
by Jazz Semiconductor in connection with the Merger and its terminated
public offering. Of these payments, approximately $27.7 million
of the purchase price was placed in escrow for final working capital
adjustments, if any, to secure indemnification claims and to fund
obligations to make certain retention bonus payments following the
completion of the merger to Jazz Semiconductor employees.
Following conversion of 5,668,116 shares of common stock into a
pro rata share of the Jazz Technologies trust account and the previously
announced redemption of 1,873,738 shares of common stock owned by
the founding shareholders, both of which are expected to occur within
the next two weeks, the Company will have 26,915,218 million shares
and 58,166,668 million warrants outstanding. The Company is traded
on the American Stock Exchange. The trading symbols for the Company's
common stock, units and warrants will change at the open of business
on Wednesday, February 21, 2007 as follows:
Common
stock formerly traded under "AQR" will trade under "JAZ"
Units
formerly traded under "AQR.U" will trade under "JAZ.U"
Warrants
formerly traded under "AQR.WS" will trade under "JAZ.WS"
Gil Amelio, chairman and chief executive officer of Jazz Technologies
said, "We are very pleased that our shareholders recognized
the substantial strategic and economic benefits associated with
this merger. We believe that the combined company now has all the
necessary ingredients for becoming the leading provider of innovative
specialty foundry services. We are looking forward to sharing with
our investors the strategic plans we have put in place to implement
this vision."
"We are extremely excited about the completion of the merger,"
said Shu Li, president and chief executive officer of Jazz Semiconductor.
"We expect our new status as a publicly traded company to provide
Jazz Semiconductor with greater financial flexibility as we grow
our business organically and through strategic acquisitions."
"Jazz Semiconductor's customers will also benefit from the
stronger balance sheet and our access to increased capabilities
of the combined entity to serve their needs even better," concluded
Li.
About Jazz Technologies, Inc.
Jazz Technologies is a company formed by Gilbert F. Amelio, Ph.D.,
Ellen M. Hancock and Steve Wozniak for the purpose of acquiring,
through a merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination, one or more domestic
and/or foreign operating businesses in the technology, multimedia
and networking sectors.
About Jazz Semiconductor
Jazz Semiconductor is a wholly owned subsidiary of Jazz Technologies,
Inc. Based in Newport Beach, California, 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 Semiconductor was initially formed in March 2002 as a joint
venture between The Carlyle Group, a global private equity firm,
and Conexant Systems, Inc., a leading semiconductor supplier. The
Carlyle Group invested in Jazz Semiconductor to facilitate the company's
transition from a captive manufacturing facility within Conexant
to an independent semiconductor foundry. The transition has been
successfully completed and has resulted in the expansion of Jazz
Semiconductor's business from a few customers at its inception to
over 330 design wins with more than 100 customers to date. For more
information, please visit www.jazzsemi.com
Forward-looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements
relating to the expected benefits of the merger and are typically
identified by words or phrases such as "trend," "potential,"
"opportunity," "pipeline," "believe,"
"expect," "anticipate," "intention,"
"estimate," "position," "assume,"
"outlook," "continue," "remain," "maintain,"
"sustain," "seek," "achieve," and
similar expressions, or future or conditional verbs such as "will,"
"would," "should," "could," "may"
and similar expressions. Forward-looking statements are based largely
on expectations and projections about future events and future trends
and are subject to numerous assumptions, risks and uncertainties,
which change over time. Jazz Technologies' actual results and the
consequences of the merger, including any expected benefits, could
differ materially from those anticipated in forward-looking statements
and you should not place any undue reliance on such forward looking
statements. Factors that could cause actual performance to differ
from these forward-looking statements include the risks and uncertainties
disclosed in Jazz Technologies' filings with the SEC. Jazz Technologies'
filings with the SEC are accessible on the SEC's website at http://www.sec.gov.
Forward-looking statements speak only as of the date they are made.
Jazz Technologies assumes no obligation to update forward-looking
statements.
Investor Relations Contact
Kate Sidorovich / Jon Avidor
Market Street Partners
(415) 445-3236 / (415) 445-3234
kate@marketstreetpartners.com
jon@marketstreetpartners.com
Media Contact
Cheryl Reiss
Market Street Partners
(415) 445-3237
AQR@marketstreetpartners.com
Jazz Company Contact
Melinda Jarrell
(949) 435-8181
melinda.jarrell@jazzsemi.com
Jazz Media Contact
Lauri Julian
(949) 715-3049
lauri.julian@jazzsemi.com
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