Business Services Industry
Jazz Technologies, Inc. Announces Settlement Agreement Reducing the Merger Purchase Price Paid by the Company by $9 Million Dollars
Business Wire, August 3, 2007
NEWPORT BEACH, Calif. -- Jazz Technologies (AMEX:JAZ) announced entering into a Settlement Agreement on July 31, 2007 with the TC Group, L.L.C. as stockholders' representative. The Settlement Agreement amends the Merger Agreement dated September 26, 2006 by and among the Company, Joy Acquisition Corp., a Delaware corporation, Jazz Semiconductor, Inc., a Delaware corporation ("Jazz"), and the Stockholders' Representative (the "Merger Agreement") by reducing the purchase price paid by $9.0 million, from approximately $262.4 million to approximately $253.4 million. The balance of the escrow account, approximately $11.4 million, will be released to the former Jazz stockholders as soon as practicable.
"We are pleased with this outcome," said Paul Pittman, chief financial and administrative officer of Jazz Technologies. "As a result of the settlement, the $9.0 million reduction of the purchase price will be paid from an indemnity escrow account established under the Merger Agreement. We expect to receive this $9 million in the third quarter of 2007. The settlement will be reflected in the Asset section of our second quarter 2007 balance sheet as 'due from escrow.'"
About Jazz Technologies and Jazz Semiconductor
Jazz Technologies[TM] (AMEX:JAZ) is the parent company of its wholly owned subsidiary, Jazz Semiconductor, Inc. Jazz Semiconductor([R]) is an independent wafer foundry focused primarily 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's customers target the wireless and high-speed wireline communications, consumer electronics, automotive and industrial end markets. Jazz Semiconductor's U.S. wafer fabrication facilities, and its and Jazz Technologies' executive offices, are located in Newport Beach, CA. For more information, please visit and http://www.jazztechnologies.com and http://www.jazzsemi.com.
Forward-looking Statements
This press release, and other statements Jazz Technologies or Jazz Semiconductor may make, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the statement relating to Jazz Technologies' expectations to receive the cash settlement in the third quarter of 2007. Forward-looking statements 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," "result" and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions.
Forward-looking statements are typically subject to numerous assumptions, risks and uncertainties, which change over time. Factors that could cause actual performance to differ from these forward-looking statements and the other risk factors and uncertainties are 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.
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