Message #7 From:
NewsBot Date: January 11, 2007 05:30:00 AM
AQR News Acquicor Technology Inc. Announces Record Date for Special Meeting of Stockholders and Approves Stock Repurchase Program
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Acquicor Technology Inc. (AMEX:AQR), announced today that it has
established a record date of January 16, 2007 for a special meeting of
its common stockholders to consider and vote upon several proposals,
including a proposal to approve a merger pursuant to which a
wholly-owned subsidiary of Acquicor will merger with and into Jazz
Semiconductor, Inc. Upon completion of the merger, Jazz will be the
surviving corporation and will become a wholly-owned subsidiary of
Acquicor. The date of the special meeting of stockholders has not yet
been set.
Acquicor also announced today that its Board of Directors has authorized
a stock and warrant repurchase program, under which the company may
purchase up to $50 million of the company’s
common stock and warrants through July 15, 2007. The stock and warrant
repurchase program would be subject to the completion of the company’s
proposed merger with Jazz and the release of the escrowed proceeds from
the issuance and sale of $166.8 million principal amount of 8%
convertible senior notes due 2011.
Purchases under the stock and warrant repurchase program will be made
from time to time after the completion of the merger at prevailing
prices as permitted by securities laws and other legal requirements, and
subject to market conditions and other factors. The program may be
discontinued at any time. The stock repurchase program will be funded
using the company’s working capital.
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. On
September 26, 2006, Acquicor and Jazz Semiconductor, Inc. announced that
they have entered into a merger agreement. The merger is expected to be
completed in the first quarter of 2007 subject to a number of closing
conditions. For more information, please visit http://www.acquicor.com.
Forward-looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the proposed merger with Jazz
Semiconductor, Inc. and expected purchases under the stock and warrant
repurchase program. 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 actual stock and
warrant repurchases could be materially less than the aggregate
repurchase authorized due to the company’s
decision to discontinue the program, market conditions being unfavorable
for stock and warrant repurchases or the company’s
need to use its working capital for other purposes. In addition, the
implementation of the stock and warrant repurchase program is
conditioned upon the release of the escrowed proceeds from Acquicor’s
8% convertible senior notes due 2011 and the completion of the merger
with Jazz Semiconductor, Inc., which could be affected by many factors,
including, without limitation, the following: (1) Acquicor stockholder
approval of the merger and a proposed authorized share increase, (2) the
scope and timing of SEC and other regulatory agency review, (3) Jazz
Semiconductor’s future financial performance
and (4) general economic and financial market conditions. Risk Factors
relating to the merger and Acquicor’s business
include those disclosed in Acquicor’s filings
with the SEC. Acquicor’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.
Acquicor assumes no obligation to update forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed merger with Jazz Semiconductor, Inc. and
the required stockholder approval, Acquicor has filed a preliminary
proxy statement on Schedule 14A and intends to file a definitive proxy
statement on Schedule 14A with the SEC which will be mailed to its
stockholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY 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 January 16, 2007. Investors and security holders
will be able to obtain free copies of the proxy statement, as well as
other filed materials containing information about the company, at www.sec.gov,
the SEC’s website. Investors may also access
the proxy statement and such other materials at www.acquicor.com,
or obtain copies of such materials by request to the company’s
Corporate Secretary at: Acquicor Technology Inc., 4910 Birch Street,
#102, Newport Beach, CA 92660.
The company and its officers and directors may be deemed to have
participated in the solicitation of proxies from the company’s
stockholders in favor of the approval of the proposed merger with Jazz
Semiconductor, Inc. Information concerning the company’s
directors and executive officers is set forth in the publicly filed
documents of the company. Stockholders may obtain more detailed
information regarding the direct and indirect interests of the company
and its directors and executive officers in the proposed merger by
reading the preliminary proxy statement and other publicly filed
documents of the company and the definitive proxy statement regarding
the proposed merger, which will be filed with the SEC.
ThinkEquity Partners LLC, CRT Capital Group LLC, Wedbush Morgan
Securities, GunnAllen Financial, Inc., the underwriters in the company’s
initial public offering, and Paul A. Pittman, a consultant to the
company and formerly a partner of ThinkEquity Partners LLC, may be
deemed to be participants in the solicitation of proxies from the company’s
stockholders in favor of the approval of the proposed merger with Jazz
Semiconductor, Inc. Stockholders may obtain information concerning the
direct and indirect interests of such parties in the proposed merger by
reading the preliminary proxy statement and other publicly filed
documents of the company and the definitive proxy statement regarding
the proposed merger, which will be filed with the SEC.