UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022 No. 1
Commission file number: 000-24790
TOWER SEMICONDUCTOR LTD.
(Translation of registrant’s name into English)
Ramat Gavriel Industrial Park
P.O. Box 619, Migdal Haemek, Israel 2310502
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
On April 25, 2022, Tower Semiconductor Ltd. (the “Company”) held its extraordinary general meeting of shareholders (the “EGM”) to consider certain proposals related to the
Agreement and Plan of Merger, dated February 15, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Intel FS Inc., a Delaware corporation (“Parent”), Steel Titanium 2022 Ltd., a company organized under
the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and Intel Corporation, a Delaware corporation (“Intel”), pursuant to which Merger Sub will merge with and into the Company (and Merger Sub will cease to exist
as a separate legal entity), and the Company will be the surviving company and will become a wholly owned subsidiary of Parent and a subsidiary of Intel (the “Merger”). At the EGM, shareholders of the Company approved, by the requisite majority
vote, the acquisition of the Company 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 the Company 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 the Company 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This Report of Foreign Private Issuer on Form 6-K is being made in respect of the proposed transaction. On March 11, 2022, the Company furnished to the SEC and mailed or
otherwise provided to its shareholders a proxy statement in connection with the proposed transaction (the “proxy statement”), and each party will file or furnish other documents regarding the proposed transaction with the SEC. The proxy statement
contains important information about the proposed transaction and related matters. This communication is not a substitute for the proxy statement or any other document that may be filed or furnished by the Company with the SEC. Investors and
security holders are urged to read the proxy statement in its entirety and other relevant documents filed with or furnished to the SEC in connection with the proposed transaction or incorporated by reference therein when they become available
before making any investment decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the proposed transaction.
You may obtain copies of all documents filed with or furnished to the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors
and shareholders will be able to obtain free copies of the proxy statement and other documents filed with or furnished to the SEC by the Company on the Company’s Investor Relations website (ir.towersemi.com) or by writing to the Company, Corporate
Secretary, 20 Shaul Amor Street, Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek 2310502, Israel (for documents filed with or furnished to the SEC by the Company).
EXHIBIT INDEX
INCORPORATION BY REFERENCE
This Report of Foreign Private Issuer on Form 6-K (including exhibits thereto) is hereby incorporated by reference into the Company’s previously filed Form S-8 Registration
Statement (File No. 333-204173).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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TOWER SEMICONDUCTOR LTD.
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By:
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/s/ Nati Somekh
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Name: Nati Somekh
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Title: Corporate Secretary
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Date: April 25, 2022
Exhibit 99.1
Tower Shareholders Approve Intel Merger at Extraordinary General Meeting
MIGDAL HAEMEK, Israel, April 25, 2022 – Tower Semiconductor Ltd. (Nasdaq: TSEM), a leading foundry for analog semiconductor solutions, is pleased to announce today 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 Corporation (“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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed transaction. On March 11, 2022, Tower furnished to the SEC and mailed or otherwise provided to its shareholders a proxy statement in connection with the
proposed transaction (the “proxy statement”), and each party will file or furnish other documents regarding the proposed transaction with the SEC. The proxy statement contains important information about the proposed transaction and related
matters. This communication is not a substitute for the proxy statement or any other document that may be filed or furnished by Tower with the SEC. Investors and security holders are urged to read the proxy statement in its entirety and other
relevant documents filed with or furnished to the SEC in connection with the proposed transaction or incorporated by reference therein when they become available before making any investment decision with respect to the proposed transaction
because they will contain important information about the proposed transaction and the parties to the proposed transaction.
You may obtain copies of all documents filed with or furnished to the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain
free copies of the proxy statement and other documents filed with or furnished to the SEC by Tower on Tower’s Investor Relations website (ir.towersemi.com) or by writing to Tower, Corporate Secretary, 20 Shaul Amor Street, Ramat Gavriel
Industrial Park, P.O. Box 619, Migdal Haemek 2310502, Israel (for documents filed with or furnished to the SEC by Tower).
About Tower Semiconductor
Tower Semiconductor Ltd. (NASDAQ: TSEM, TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, provides technology and manufacturing platforms for integrated circuits (ICs) in growing markets
such as consumer, industrial, automotive, mobile, infrastructure, medical, and aerospace and defense. Tower Semiconductor focuses on creating positive and sustainable impact on the world through long-term partnerships and its advanced and
innovative analog technology offering, comprised of a broad range of customizable process platforms such as SiGe, BiCMOS, mixed-signal/CMOS, RF CMOS, CMOS image sensor, non-imaging sensors, integrated power management (BCD and 700V), and MEMS.
Tower Semiconductor also provides world-class design enablement for a quick and accurate design cycle as well as process transfer services including development, transfer, and optimization, to IDMs and fabless companies. To provide multi-fab
sourcing and extended capacity for its customers, Tower Semiconductor owns two manufacturing facilities in Israel (150mm and 200mm), two in the U.S. (200mm), three facilities in Japan (two 200mm and one 300mm) which it owns through its 51% holdings
in TPSCo and is sharing a 300mm manufacturing facility being established in Italy with ST Microelectronics. For information, please visit: www.towersemi.com.
CONTACTS:
Noit Levy
Tower Semiconductor Investor Relations and Corporate Communications
+972-4-604-7066
noitle@towersemi.com