Tower Semiconductor Successfully Completes NIS 106.2 Million -Approximately $23.2 Million- Securities Offering in Israel
Final Price Per Unit Determined is NIS 192 (approximately $41.90), Compared with the Minimum Offered Price Per Unit of NIS 180 (approximately $39.30)
MIGDAL HAEMEK, Israel--(BUSINESS WIRE)--Jan. 22, 2002--
Tower Semiconductor (NASDAQ: TSEM; TASE: TOWER) today announced
the successful completion of the previously announced offering of
Units in Israel, resulting in gross proceeds of NIS 106.2 million
(approximately $23.2 million).
The company intends to utilize these proceeds (net of costs of the
offering) for its Fab 2 project.
Dr. Yoav Nissan-Cohen, co-CEO of Tower, stated, "We are very
pleased with the great reception of this offering by the financial
community and the public in Israel. The great confidence in Fab 2
project was demonstrated by the over subscription and high price
offered for the units. While the original offering included 550,000
units, we received subscriptions for the purchase 1,128,717 units,
reflecting an over subscription of 205%. The minimum price of the
offering was NIS 180 (approximately $39.30) per unit, while the actual
determined price resulting from the tender process is NIS 192
(approximately $41.90) per unit."
Dr. Nissan-Cohen continued, "We continue to progress steadily with
our Fab 2 project in all aspects - funds raising, technology
development, construction and future customers. We are more confident
than ever in the success of our Fab 2 project and pleased to receive
this vote of confidence from the Israeli public and financial
community."
The actual determined price per Unit is NIS 192 (approximately
$41.90) with 552,899 units sold. Each of the Units consists of: (i)
200 convertible debentures; (ii) four Options (Series 1) exercisable
for ordinary shares; and (iii) one Option (Series A) exercisable into
convertible debentures.
The following is a description of the main terms of the securities
comprising the Units:
Convertible Debentures. Each debenture is of NIS 1 in principal
amount. The debentures are linked to the Israeli Consumer Price Index
and bear annual interest at the rate of 4.7%, payable on the 20th of
January of each year commencing on January 20, 2003. Principal is
payable in four installments on the 20th of January of the years
2006-2009. Prior to December 31, 2008, the Debentures are convertible
into Tower ordinary shares at a conversion rate of one ordinary share
per each NIS 41 principal amount of the debentures. The debentures are
unsecured and are subordinated to the rights of Tower's banks under
its credit facility agreement with Bank Leumi Le-Israel B.M. and Bank
Hapoalim B.M.
Option (Series A). Each Option (Series A) may be exercised for 100
convertible debentures prior to March 20, 2002 for an exercise price
of NIS 85.
Option (Series 1). Each Option (Series 1) is exercisable into one
Tower ordinary share prior to January 20, 2006 for an exercise price
of NIS 39, linked to the Israeli Consumer Price Index.
The debentures and options will trade on TASE only. Any Ordinary
Shares issued upon conversion of the debentures or exercise of the
Options (Series 1) will be traded on both the TASE and NASDAQ.
The offering was made to the public in Israel in accordance with
Israeli securities laws. It was not open to persons located in the
USA.
About Tower Semiconductor and its New Fab
Tower Semiconductor Ltd. is an independent wafer manufacturer,
strategically focused on advanced Flash memory and CMOS Image Sensor
technologies. Tower provides manufacturing and turnkey services for
integrated circuits (IC) on silicon wafers in geometries from 1.0 to
0.35 micron, using its advanced technological capabilities and the
proprietary designs of its customers. For additional information
regarding Tower, please visit .
Tower is now building an advanced Fab facility adjacent to its
current facility in Migdal Haemek, Israel. When completed, the new
fab, referred to as "Fab 2", will employ approximately 1,000 employees
and produce up to 33,000 200-mm wafers per month in geometries of 0.18
micron and below, using advanced CMOS technology from Toshiba.
Safe Harbor
This press release includes forward-looking statements, which are
subject to risks and uncertainties. Actual results may vary from those
projected or implied by such forward-looking statements. Potential
risks and uncertainties include, without limitation, risks and
uncertainties associated with (i) failure by persons that have
submitted applications to purchase Units to honor their legal
obligation to close such purchase, (ii) the satisfaction of the
conditions under the agreements with the Fab 2 equity and wafer
partners, the Israeli Investment Center and Tower's banks, (iii)
obtaining additional financing for the Fab 2 project from equity
and/or wafer partners, (iv) completing the construction of a new wafer
manufacturing facility, (v) conditions in the market for foundry
manufacturing services and in the market for semiconductor products
generally, (vi) the successful completion of the development and/or
transfer of advanced CMOS process technologies to be utilized in
Tower's existing facility and in Fab 2, (vii) obtaining additional
business from new and existing customers, (viii) market acceptance and
competitiveness of the products to be manufactured by Tower for
customers using these technologies and (ix) the ramp-up of production
at Fab 2. A more complete discussion of certain risks and
uncertainties that may affect the accuracy of these statements, and
Tower's business generally, is included at "Item 3. Key
Information--Risk Factors" in Tower's most recent Annual Report on
Form 20-F and under the caption "Risk Factors" in Exhibit C to the
Company's report on Form 6-K for the month of January 2002, as filed
with the Securities and Exchange Commission.
This press release and prior Tower press releases are available at
www.towersemi.com .
Contact:
Tower Semiconductor Ltd.
Tamar Cohen, 011-972-4-650-6998
011-972-4-654-7788 (fax)
pr@towersemi.com
www.TowerSemi.com
