This seals the deal for Acquicor:
Acquicor Technology, Inc. Announces Reduction in Founding Stockholders' Carried Interest
Wednesday February 14, 12:02 pm ET
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Acquicor Technology, Inc. (AMEX:AQR - News) today announced that its founding stockholders, led by Chief Executive Officer and Chairman Gilbert F. Amelio, have agreed to reduce the number of common shares held by them that were issued prior to the Company's initial public offering by approximately 35%, reducing the number of such shares owned by the founding stockholders from 5,373,738 shares to 3,500,000 shares. The Company's Board of Directors and the founding stockholders have agreed that if the Company's proposed acquisition of Jazz Semiconductor is approved by stockholders and closes, the Company will, promptly after the closing, redeem 1,873,738 of such shares at a redemption price of $0.0047 per share. The founding stockholders (Gilbert F. Amelio, Ellen M. Hancock, Steve Wozniak, Harold L. Clark, John P. Kensey and Moshe I. Meidar) collectively own, either directly or through an ownership interest in Acquicor Management, LLC, 5,707,072 shares of Company common stock, of which 5,373,738 were issued prior to the Company's initial public offering for a purchase price of approximately $0.0047 per share and 333,334 are part of units purchased in a private placement concurrently with the Company's initial public offering at a purchase price of $6.00 per unit. <b?The impact of this redemption will be to reduce the number of common shares held by the founding stockholders that were issued prior to the Company's initial public offering by approximately 35%, representing approximately $10.4 million in value calculated at yesterday's closing price of $5.57 per share. After this redemption, the founders collectively will own a smaller percentage of the Company's issued and outstanding common stock and all other stockholders collectively will own a larger percentage of the Company's issued and outstanding common stock than they owned before the redemption.
On September 26, 2006, Acquicor and Jazz Semiconductor announced that they entered into a merger agreement under which, subject to the satisfaction of certain conditions, including approval of the transaction by Acquicor's stockholders, Jazz Semiconductor will merge with a wholly owned subsidiary of Acquicor. As previously disclosed, Acquicor has set February 15, 2007 as the date for the Special Meeting of Stockholders at which the acquisition of Jazz Semiconductor will be voted upon, and the record date for determining Acquicor stockholders entitled to vote at the Special Meeting of Stockholders has been fixed as the close of business on January 16, 2007. The meeting will be held at 1:00 PM at the offices of Latham & Watkins LLP in Costa Mesa, California.
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