Acquicor Technology Inc. (AMEX:AQR) and privately held Jazz
Semiconductor, Inc. today jointly announced that they have entered
into a merger agreement under which Jazz Semiconductor will merge
with a wholly owned subsidiary of Acquicor in an all-cash
transaction valued at $260 million, subject to adjustment based on
Jazz Semiconductor�s working capital and for possible future
contingent payments. The merger agreement has been approved by the
board of directors of Acquicor and Jazz Semiconductor and by Jazz
Semiconductor�s stockholders. Completion of the merger is expected
to occur in the first quarter of 2007. 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 300 design
wins with more than 95 customers to date. Acquicor 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.
Acquicor raised gross proceeds of $172.5 million through its March
2006 initial public offering, and $164.3 million was placed in a
trust account pending the completion of a business combination.
Acquicor intends to fund the purchase price and its transaction
costs and to provide additional capital for the growth and
expansion of Jazz Semiconductor�s business through a combination of
cash in the trust account, and third party financing. Wachovia
Capital Finance (Western) has provided a commitment letter for a
$65 million credit facility for the merged entity. The selling
shareholders have agreed to provide up to $80 million of seller
financing to complete the transaction, if necessary. The founders
of Acquicor are all seasoned and experienced technology executives.
Gil Amelio is the former Chairman and Chief Executive Officer of
Apple Computer, Inc. and former Chairman and Chief Executive
Officer of National Semiconductor Corporation. Gil 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, Gil
was responsible for managing the manufacturing facility that is now
operated by Jazz Semiconductor. Ellen Hancock served as Chairman
and CEO of Exodus Communications, an Internet system and network
management company. Prior to that she was Chief Technology Officer
of Apple Computer, Inc. and Chief Operating Officer of National
Semiconductor Corporation. Ellen also held various managerial and
executive positions at IBM from 1966 to 1995, including a Senior
Vice President and Group Executive position. Steve Wozniak is a
co-founder of Apple Computer, Inc., an author and a philanthropist.
Steve is an inductee of the Inventors Hall of Fame thanks to his
design of Apple�s first personal computers. Upon completion of the
merger, Jazz Semiconductor will become a wholly owned subsidiary of
Acquicor. Because Acquicor is a publicly traded company,
privately-held Jazz Semiconductor will no longer pursue its planned
initial public offering and will withdraw its registration
statement filed with the Securities and Exchange Commission.
Leadership Gilbert Amelio will continue in his role as the Chief
Executive Officer and Chairman of the Board of Acquicor, the parent
company of Jazz Semiconductor following the completion of the
merger. Ellen Hancock will continue to serve as the Chief Operating
Officer and President of Acquicor and Steve Wozniak will continue
to serve as the Chief Technology Officer of Acquicor. Shu Li,
President and Chief Executive Officer of Jazz Semiconductor since
2002, will continue in his role as Chief Executive Officer of Jazz
Semiconductor, supported by the Jazz Semiconductor management team.
Acquicor�s Board of Directors will consist of Gil Amelio, Ellen
Hancock, Harold L. Clark, John P. Kensey and Moshe I. Meidar at the
time the merger is consummated. Special advisors to Acquicor
include George M. Scalise, President of the Semiconductor Industry
Association, and Robert H. Miles, former professor of the Harvard
Business School, former dean of Emory University�s Goizueta
Business School and author of numerous books on corporate
transformation. Gil Amelio, Chairman and Chief Executive Officer of
Acquicor said, "Jazz is poised to take advantage of growth
opportunities for innovative specialty foundry services. We are
very excited about leveraging Jazz's specialty process technologies
and working with Jazz to optimize operations and expand fabrication
capacity. We look forward to partnering with Jazz�s management to
achieve that vision." "Over the past four years, our specialty
process capabilities and customer base have grown considerably,"
said Shu Li. "We look forward to the opportunities that teaming
with Acquicor will provide. As part of a public company, we will
have enhanced opportunities to build on the strong foundation we
have already established and continue our commitment to customer
service. This transaction benefits our customers, employees and
stockholders." Closing Conditions The completion of the merger is
subject to a number of conditions, including approval of the merger
by the stockholders of Acquicor, and the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. In addition, Acquicor will not complete the
merger if public stockholders holding 20% or more of the stock
issued in its initial public offering both vote against the merger
and elect to convert their common stock into a pro-rata share of
the funds in Acquicor�s trust account, as permitted by Acquicor�s
charter. Revenues and Profitability For the first six months of
2006, Jazz Semiconductor�s unaudited adjusted revenue and adjusted
EBITDA (as defined below) were $116.6 million and $13.8 million
respectively. Jazz Semiconductor�s adjusted revenue excludes from
its revenue reported in accordance with generally accepted
accounting principles (GAAP) a non-recurring, non-cash charge
associated with the termination of a related party agreement, that
resulted in a decrease in revenue of $17.5 million for the first
six months of 2006. In the same period, Jazz Semiconductor reported
revenues of $99.1 million. For the first six months of 2006, Jazz
Semiconductor�s unaudited GAAP operating loss and unaudited net
loss were $15.5 million and $15.4 million respectively (including a
net non-recurring, non-cash charge of $16.3 million associated with
the termination of the related party agreement referenced above).
Unaudited depreciation and amortization expense for the first half
of 2006 was $11.5 million. The unaudited operating loss of $15.5
million includes stock compensation expense, management fees to The
Carlyle Group and Conexant that will be discontinued upon closing
of the merger, non-cash income associated with a legacy stock
appreciation rights plan (SARS) that will be fully concluded at the
end of December 2006, and research and development expenses
resulting from Jazz Semiconductor�s purchase of technology from
Polar Fab in December 2005, expected to be incurred through
December 2006. These charges totaled approximately $1.5 million in
the aggregate. Adjusted EBITDA is defined as operating loss, plus
depreciation and amortization, plus the net one-time charge of
$16.3 million and the $1.5 million in other charges described
above. The following table reflects a reconciliation of operating
loss to EBITDA and adjusted EBITDA: ($ in Thousands) Six months
ended June 30, 2006 (unaudited) � Operating Loss ($15,476)
Depreciation and Amortization $11,482� One-Time Related Party
Charge, net $16,300� Other charges (1) $1,471� Adjusted EBITDA
$13,777� (1) Other charges include: R&D expense related to the
purchase of technology from Polar Fab, management fees, stock
compensation expense, and income associated with legacy Stock
Appreciation Rights and related warrants. The Jazz Semiconductor
unaudited financial information included in this press release was
prepared as a private company in accordance with U.S. GAAP and may
not be in compliance with Regulation S-X and/or Regulation G.
Acquicor�s audited and unaudited financial statements can be found
on the Securities and Exchange Commission Web site
(http://www.sec.gov) within Acquicor�s 10-KSB and 10-QSB filings
for the relevant periods. Conference Call and Webcast Information
Acquicor and Jazz Semiconductor will host a joint conference call
at 8:30 a.m. Eastern Time on Wednesday, September 27, 2006 to
discuss the merger. To participate in the conference call, please
dial (866) 713-8566 (domestic) and (617) 597-5325 (international).
The participant passcode is 87654669. There will also be a live
webcast of the conference call on both companies' Web sites at
www.acquicor.com and www.jazzsemi.com. The webcast will be archived
on both companies' web sites following the call. Needham &
Company, LLC has provided a fairness opinion to the Board of
Directors of Acquicor in connection with this transaction. 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
Semiconductor�s customers target the wireless and high-speed
wireline communications, consumer electronics, automotive and
industrial end markets. Jazz Semiconductor's executive offices and
its U.S. wafer fabrication facilities are located in Newport Beach,
CA. For more information, please visit http://www.jazzsemi.com
About Acquicor Acquicor (AMEX:AQR) 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.
Acquicor raised gross proceeds of $172.5 million through its March
2006 initial public offering, and $164.3 million was placed in the
trust account pending the completion of a business combination.
Since the offering Acquicor has dedicated its resources to seeking
and evaluating business combination opportunities. For more
information, please visit http://www.acquicor.com. Forward-looking
Statements This press release, and other statements Acquicor or
Jazz Semiconductor may make, including statements about the
benefits of the proposed merger, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, with respect to Acquicor�s and Jazz Semiconductor�s future
financial or business performance, strategies and expectations.
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,� 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. Acquicor�s or Jazz
Semiconductor�s actual results 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
Acquicor�s and Jazz Semiconductor�s filings with the SEC.
Acquicor�s and Jazz Semiconductor�s 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.
In particular, the anticipated timing and benefits of the
consummation of the merger is uncertain and could be affected by
many factors, including, without limitation, the following: (1) the
scope and timing of SEC and other regulatory agency review, (2)
Jazz Semiconductor�s future financial performance and (3) general
economic and financial market conditions. Additional Information
and Where to Find It In connection with the proposed merger and
required stockholder approval, Acquicor intends to file with the
SEC a proxy statement on Schedule 14A which will be mailed to the
stockholders of Acquicor. INVESTORS AND SECURITY HOLDERS OF
ACQUICOR ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
definitive proxy statement will be mailed to the stockholders as of
a record date to be established for voting on the proposed merger.
Investors and security holders will be able to obtain free copies
of the proxy statement, as well as other filed materials containing
information about Acquicor, at www.sec.gov, the SEC�s website.
Investors may also access the proxy statement and the other
materials at www.acquicor.com, or obtain copies of such material by
request to Acquicor�s Corporate Secretary at: Acquicor Technology
Inc., 4910 Birch Street, #102, Newport Beach, CA 92660. Acquicor
and its officers and directors may be deemed to have participated
in the solicitation of proxies from Acquicor's stockholders in
favor of the approval of the merger. Information concerning
Acquicor's directors and executive officers is set forth in the
publicly filed documents of Acquicor. Stockholders may obtain more
detailed information regarding the direct and indirect interests of
Acquicor and its directors and executive officers in the merger and
related financing by reading the preliminary and definitive proxy
statements regarding the merger and financing, which will be filed
with the SEC. ThinkEquity Partners LLC, CRT Capital Group LLC,
Wedbush Morgan Securities, GunnAllen Financial, Inc., the
underwriters in Acquicor�s initial public offering, and Paul A.
Pittman, a consultant to Acquicor and formerly a partner of
ThinkEquity Partners LLC, may be deemed to be participants in the
solicitation of proxies from Acquicor�s Stockholders in favor of
the approval of the merger. Stockholders may obtain information
concerning the direct and indirect interests of such parties in the
merger and the related financing by reading Acquicor�s proxy
statement to be filed with the SEC and other publicly filed
documents of Acquicor. Acquicor Technology Inc. (AMEX:AQR) and
privately held Jazz Semiconductor, Inc. today jointly announced
that they have entered into a merger agreement under which Jazz
Semiconductor will merge with a wholly owned subsidiary of Acquicor
in an all-cash transaction valued at $260 million, subject to
adjustment based on Jazz Semiconductor's working capital and for
possible future contingent payments. The merger agreement has been
approved by the board of directors of Acquicor and Jazz
Semiconductor and by Jazz Semiconductor's stockholders. Completion
of the merger is expected to occur in the first quarter of 2007.
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 300 design wins with more than 95 customers to
date. Acquicor 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. Acquicor raised gross proceeds
of $172.5 million through its March 2006 initial public offering,
and $164.3 million was placed in a trust account pending the
completion of a business combination. Acquicor intends to fund the
purchase price and its transaction costs and to provide additional
capital for the growth and expansion of Jazz Semiconductor's
business through a combination of cash in the trust account, and
third party financing. Wachovia Capital Finance (Western) has
provided a commitment letter for a $65 million credit facility for
the merged entity. The selling shareholders have agreed to provide
up to $80 million of seller financing to complete the transaction,
if necessary. The founders of Acquicor are all seasoned and
experienced technology executives. Gil Amelio is the former
Chairman and Chief Executive Officer of Apple Computer, Inc. and
former Chairman and Chief Executive Officer of National
Semiconductor Corporation. Gil 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, Gil was
responsible for managing the manufacturing facility that is now
operated by Jazz Semiconductor. Ellen Hancock served as Chairman
and CEO of Exodus Communications, an Internet system and network
management company. Prior to that she was Chief Technology Officer
of Apple Computer, Inc. and Chief Operating Officer of National
Semiconductor Corporation. Ellen also held various managerial and
executive positions at IBM from 1966 to 1995, including a Senior
Vice President and Group Executive position. Steve Wozniak is a
co-founder of Apple Computer, Inc., an author and a philanthropist.
Steve is an inductee of the Inventors Hall of Fame thanks to his
design of Apple's first personal computers. Upon completion of the
merger, Jazz Semiconductor will become a wholly owned subsidiary of
Acquicor. Because Acquicor is a publicly traded company,
privately-held Jazz Semiconductor will no longer pursue its planned
initial public offering and will withdraw its registration
statement filed with the Securities and Exchange Commission.
Leadership Gilbert Amelio will continue in his role as the Chief
Executive Officer and Chairman of the Board of Acquicor, the parent
company of Jazz Semiconductor following the completion of the
merger. Ellen Hancock will continue to serve as the Chief Operating
Officer and President of Acquicor and Steve Wozniak will continue
to serve as the Chief Technology Officer of Acquicor. Shu Li,
President and Chief Executive Officer of Jazz Semiconductor since
2002, will continue in his role as Chief Executive Officer of Jazz
Semiconductor, supported by the Jazz Semiconductor management team.
Acquicor's Board of Directors will consist of Gil Amelio, Ellen
Hancock, Harold L. Clark, John P. Kensey and Moshe I. Meidar at the
time the merger is consummated. Special advisors to Acquicor
include George M. Scalise, President of the Semiconductor Industry
Association, and Robert H. Miles, former professor of the Harvard
Business School, former dean of Emory University's Goizueta
Business School and author of numerous books on corporate
transformation. Gil Amelio, Chairman and Chief Executive Officer of
Acquicor said, "Jazz is poised to take advantage of growth
opportunities for innovative specialty foundry services. We are
very excited about leveraging Jazz's specialty process technologies
and working with Jazz to optimize operations and expand fabrication
capacity. We look forward to partnering with Jazz's management to
achieve that vision." "Over the past four years, our specialty
process capabilities and customer base have grown considerably,"
said Shu Li. "We look forward to the opportunities that teaming
with Acquicor will provide. As part of a public company, we will
have enhanced opportunities to build on the strong foundation we
have already established and continue our commitment to customer
service. This transaction benefits our customers, employees and
stockholders." Closing Conditions The completion of the merger is
subject to a number of conditions, including approval of the merger
by the stockholders of Acquicor, and the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. In addition, Acquicor will not complete the
merger if public stockholders holding 20% or more of the stock
issued in its initial public offering both vote against the merger
and elect to convert their common stock into a pro-rata share of
the funds in Acquicor's trust account, as permitted by Acquicor's
charter. Revenues and Profitability For the first six months of
2006, Jazz Semiconductor's unaudited adjusted revenue and adjusted
EBITDA (as defined below) were $116.6 million and $13.8 million
respectively. Jazz Semiconductor's adjusted revenue excludes from
its revenue reported in accordance with generally accepted
accounting principles (GAAP) a non-recurring, non-cash charge
associated with the termination of a related party agreement, that
resulted in a decrease in revenue of $17.5 million for the first
six months of 2006. In the same period, Jazz Semiconductor reported
revenues of $99.1 million. For the first six months of 2006, Jazz
Semiconductor's unaudited GAAP operating loss and unaudited net
loss were $15.5 million and $15.4 million respectively (including a
net non-recurring, non-cash charge of $16.3 million associated with
the termination of the related party agreement referenced above).
Unaudited depreciation and amortization expense for the first half
of 2006 was $11.5 million. The unaudited operating loss of $15.5
million includes stock compensation expense, management fees to The
Carlyle Group and Conexant that will be discontinued upon closing
of the merger, non-cash income associated with a legacy stock
appreciation rights plan (SARS) that will be fully concluded at the
end of December 2006, and research and development expenses
resulting from Jazz Semiconductor's purchase of technology from
Polar Fab in December 2005, expected to be incurred through
December 2006. These charges totaled approximately $1.5 million in
the aggregate. Adjusted EBITDA is defined as operating loss, plus
depreciation and amortization, plus the net one-time charge of
$16.3 million and the $1.5 million in other charges described
above. The following table reflects a reconciliation of operating
loss to EBITDA and adjusted EBITDA: -0- *T ($ in Thousands) Six
months ended June 30, 2006 (unaudited) -----------------------
Operating Loss ($15,476) Depreciation and Amortization $11,482
One-Time Related Party Charge, net $16,300 Other charges (1) $1,471
--------------------- Adjusted EBITDA $13,777 *T (1) Other charges
include: R&D expense related to the purchase of technology from
Polar Fab, management fees, stock compensation expense, and income
associated with legacy Stock Appreciation Rights and related
warrants. The Jazz Semiconductor unaudited financial information
included in this press release was prepared as a private company in
accordance with U.S. GAAP and may not be in compliance with
Regulation S-X and/or Regulation G. Acquicor's audited and
unaudited financial statements can be found on the Securities and
Exchange Commission Web site (http://www.sec.gov) within Acquicor's
10-KSB and 10-QSB filings for the relevant periods. Conference Call
and Webcast Information Acquicor and Jazz Semiconductor will host a
joint conference call at 8:30 a.m. Eastern Time on Wednesday,
September 27, 2006 to discuss the merger. To participate in the
conference call, please dial (866) 713-8566 (domestic) and (617)
597-5325 (international). The participant passcode is 87654669.
There will also be a live webcast of the conference call on both
companies' Web sites at www.acquicor.com and www.jazzsemi.com. The
webcast will be archived on both companies' web sites following the
call. Needham & Company, LLC has provided a fairness opinion to
the Board of Directors of Acquicor in connection with this
transaction. 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
Semiconductor's customers target the wireless and high-speed
wireline communications, consumer electronics, automotive and
industrial end markets. Jazz Semiconductor's executive offices and
its U.S. wafer fabrication facilities are located in Newport Beach,
CA. For more information, please visit http://www.jazzsemi.com
About Acquicor Acquicor (AMEX:AQR) 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.
Acquicor raised gross proceeds of $172.5 million through its March
2006 initial public offering, and $164.3 million was placed in the
trust account pending the completion of a business combination.
Since the offering Acquicor has dedicated its resources to seeking
and evaluating business combination opportunities. For more
information, please visit http://www.acquicor.com. Forward-looking
Statements This press release, and other statements Acquicor or
Jazz Semiconductor may make, including statements about the
benefits of the proposed merger, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, with respect to Acquicor's and Jazz Semiconductor's future
financial or business performance, strategies and expectations.
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," 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. Acquicor's or Jazz
Semiconductor's actual results 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
Acquicor's and Jazz Semiconductor's filings with the SEC.
Acquicor's and Jazz Semiconductor's 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.
In particular, the anticipated timing and benefits of the
consummation of the merger is uncertain and could be affected by
many factors, including, without limitation, the following: (1) the
scope and timing of SEC and other regulatory agency review, (2)
Jazz Semiconductor's future financial performance and (3) general
economic and financial market conditions. Additional Information
and Where to Find It In connection with the proposed merger and
required stockholder approval, Acquicor intends to file with the
SEC a proxy statement on Schedule 14A which will be mailed to the
stockholders of Acquicor. INVESTORS AND SECURITY HOLDERS OF
ACQUICOR ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
definitive proxy statement will be mailed to the stockholders as of
a record date to be established for voting on the proposed merger.
Investors and security holders will be able to obtain free copies
of the proxy statement, as well as other filed materials containing
information about Acquicor, at www.sec.gov, the SEC's website.
Investors may also access the proxy statement and the other
materials at www.acquicor.com, or obtain copies of such material by
request to Acquicor's Corporate Secretary at: Acquicor Technology
Inc., 4910 Birch Street, #102, Newport Beach, CA 92660. Acquicor
and its officers and directors may be deemed to have participated
in the solicitation of proxies from Acquicor's stockholders in
favor of the approval of the merger. Information concerning
Acquicor's directors and executive officers is set forth in the
publicly filed documents of Acquicor. Stockholders may obtain more
detailed information regarding the direct and indirect interests of
Acquicor and its directors and executive officers in the merger and
related financing by reading the preliminary and definitive proxy
statements regarding the merger and financing, which will be filed
with the SEC. ThinkEquity Partners LLC, CRT Capital Group LLC,
Wedbush Morgan Securities, GunnAllen Financial, Inc., the
underwriters in Acquicor's initial public offering, and Paul A.
Pittman, a consultant to Acquicor and formerly a partner of
ThinkEquity Partners LLC, may be deemed to be participants in the
solicitation of proxies from Acquicor's Stockholders in favor of
the approval of the merger. Stockholders may obtain information
concerning the direct and indirect interests of such parties in the
merger and the related financing by reading Acquicor's proxy
statement to be filed with the SEC and other publicly filed
documents of Acquicor.
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