MIGDAL HA'EMEK, Israel
October 23, 2012
TowerJazz, the global specialty foundry leader, announced today that it received binding orders from Israeli institutional investors for approximately
) through a private offering for the expansion of its existing Series F bonds, originally issued in 2010, maturing in two equal installments in
. The newly issued Series F bonds will form a single series together with the currently outstanding Series F bonds.
Each bond was priced in the offering at
, reflecting a two percent discount to its closing price of
on the TASE on
October 22, 2012
. The bonds carry an interest rate of 7.8 percent per annum and may be converted into ordinary shares at a conversion ratio of
par value (approximately
) of bonds to one ordinary share, reflecting a 20% premium over the company's closing price on NASDAQ on
October 22, 2012
. The issuance of the bonds is subject to the receipt of the approval of the TASE for the listing of the bonds for trade on the TASE. To the extent issued, the sale and/or transfer of the bonds are subject to the limitations on resale of securities set forth in the Israeli Securities Law of 1968 and the regulations promulgated thereunder applicable to private placements, including a restriction on resales during the first six months, and limited resales thereafter.
The Series F Bonds are being offered in
only, and are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in
the United States
or to U.S. Persons (as defined in Regulation "S" promulgated under the Securities Act) without registration under the Securities Act or an exemption from the registration requirements of the Securities Act.
This press release shall not be deemed to be an offer to sell or a solicitation of an offer to buy any of the securities.