TowerJazz Announces Terms of Equity Rights Distribution
MIGDAL HAEMEK,
Key terms of the rights offering, which will be described in further
detail in the prospectus supplements which will be filed in both the US
and
-
The Company will issue to its eligible security holders one
transferable right for every 44 ordinary shares and other eligible
securities owned on the record date,
June 13, 2013 . As a result, Tower expects to issue approximately 1.2 million rights. -
Each right will entitle the holder to purchase, at terms to be
described herein, four ordinary shares, six short-term Series 8
warrants, exercisable for three weeks only from
June 30, 2013 untilJuly 22, 2013 , and five Series 9 warrants, exercisable untilJune 27, 2017 . -
The initial immediate consideration payable to the Company in order to
subscribe for participation in the rights offering will be
$20 for the exercise of each right. The Series 8 warrants were designed to provide an additional short-term opportunity for participating security holders to further invest in the Company an amount of up to$30 for the exercise of up to six Series 8 warrants into up to six shares, representing an incremental cash consideration of$5 for each Series 8 warrant exercised. Each Series 9 warrant entitles the holder to purchase one ordinary share at a price of$7.33 per share. The Series 8 warrants and Series 9 warrants will be listed for trading on theTel Aviv Stock Exchange (“TASE”) upon issuance. The warrants will not trade on anyUS stock exchange . - If all of the rights and Series 8 warrants are exercised, Tower expects to receive aggregate gross proceeds of approximately $60 million, of which 40 percent will be from the initial rights exercise and the balance will be from the Series 8 warrants exercise shortly thereafter. If all of the Series 9 warrants are exercised, Tower expects to receive additional aggregate gross proceeds of approximately $45 million.
-
The ex-date (the first date that Tower’s ordinary shares will trade on
TASE and NASDAQ without entitlement to receive the rights) will be on
June 13, 2013 ; therefore the last trading day to purchase Tower’s ordinary shares on the TASE or on NASDAQ and still receive the rights isJune 12, 2013 (consistent with Israeli practice,June 13, 2013 will be both the record date and the ex-date). - Promptly following the record date, Tower will mail rights certificates and copies of the prospectus supplement to all record holders. Tower shareholders and other eligible security holders who hold through a broker, bank or other nominee will have the rights credited to their accounts at such nominee.
-
The rights are exercisable beginning at
5:00 p.m. (New York City time; midnightIsrael time) onJune 13, 2013 and ending onJune 27, 2013 at5:00 p.m. (New York City time; midnightIsrael time). -
The rights will be listed for trading on the TASE but only for one
day,
June 24, 2013 . Holders who do not wish to exercise their rights may sell their rights on the TASE on that day. The rights will not trade on anyUS stock exchange .
The prospectus supplements to be filed with the
Tower has filed a registration statement (including a base prospectus)
with the
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
If you have any questions or need further information about the rights
offering, please contact our Information Agent for the rights offering,
About TowerJazz
Safe Harbor Regarding Forward-Looking Statements
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. A complete
discussion of risks and uncertainties that may affect the accuracy of
forward-looking statements included in this press release or which may
otherwise affect TowerJazz’s business is included under the heading
"Risk Factors" in Tower’s most recent filings on Forms 20-F and
Source:
TowerJazz
Investor Relations:
Noit Levi, +972-4-604-7066
noit.levi@towerjazz.com
or
CCG
Investor Relations
Kenny Green, 646-201-9246
towersemi@ccgisrael.com
or
AST
Phoenix Advisors, toll free at 877-478-5038
or if you are a bank or
broker at 212-493-3910