Tower shareholders approve Intel merger in extraordinary general meeting

Tower Semiconductor, a foundry for analog semiconductor solutions, is pleased to announce that at its extraordinary general meeting (the “EGM”) of shareholders, held on April 25, 2022, certain proposals related to the Agreement and Plan of Merger, dated February 15, 2022, by and among Tower Semiconductor Ltd. (“Tower”), Intel (“Intel”) and the other parties thereto (the “Merger Agreement”), pursuant to which Tower will become a wholly owned subsidiary of Intel (the “Merger”), were approved.

At the EGM, Tower’s shareholders approved, by the requisite majority vote, the acquisition of Tower by Intel, including the approval of: (a) the Merger Agreement; (b) the Merger itself, on the terms and subject to the conditions set forth in the Merger Agreement; (c) the consideration to be received by the shareholders of Tower in the Merger, consisting of $53.00 in cash, without interest and less any applicable withholding taxes, for each ordinary share, par value NIS 15.00 per share, of Tower owned immediately prior to the effective time of the Merger; and (d) all other transactions and arrangements contemplated by the Merger Agreement.

The transaction is subject to certain regulatory approvals and customary closing conditions.


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