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 HuaHong 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.