Intel Corporation (NasdaqGS:INTC) entered into a definitive agreement to acquire Tower Semiconductor Ltd. (NasdaqGS:TSEM) from The Phoenix Holdings Ltd. (TASE:PHOE), Harel Insurance Investments & Financial Services Ltd (TASE:HARL), Senvest Management, LLC, Wellington Management Group LLP and others for $5.9 billion on February 15, 2022. Intel intends to fund the acquisition with cash from the balance sheet. The transaction is subject to China antitrust approval, regulatory approval, approval by shareholders of Tower Semiconductor Ltd. and is unanimously approved by Intel?s and Tower?s boards of directors. As of April 25, 2022 Tower Semiconductor Ltd. approved the deal. If the merger agreement is terminated in certain circumstances that are specified in the Merger Agreement, Tower Semiconductor has agreed to pay Intel a termination fee of $206 million. If the merger agreement is terminated in certain other circumstances that are specified in the merger agreement, Intel has agreed to pay to Tower Semiconductor a termination fee of $353 million. The transaction is expected to close in approximately 12 months. The transaction is expected to be immediately accretive to Intel?s non-GAAP EPS.

Goldman Sachs & Co. LLC acted as financial advisor and Amr Razzak, Jose Esteves, Nathan Giesselman, Joseph Yaffe, Kristin Davis, Karen Corman, Anne Villanueva, Steven Sunshine, Frederic Depoortere and Joseph Rancour of Skadden, Arps, Slate, Meagher & Flom LLP and Barak S. Platt, Ezra S. Gross, Benjamin M. Sandler, Daniel Green, Eran Lempert, Eli Greenbaum, Shani Rapoport, Miriam Friedmann, Aharon (Roni) Osborne, Shai Margalit and Adam Spruch of Yigal Arnon & Co. acted as legal advisors to Intel Corporation. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider and Tad Freese, Mark Bekheit, Grace Lee, James Metz, Nineveh Alkhas, Anthony Klein, Robert Blamires, Dean Baxtresser, Andrew Galdes, Erin Brown Jones, Amanda Reeves, Farrell Malone, Max Hauser, Tomas Nilsson and Joshua Kiernan of Latham & Watkins, LLP and Fischer Behar Chen Well Orion & Co acted as legal advisors to Tower Semiconductor Ltd. MacKenzie Partners, Inc. acted as proxy solicitor to Tower Semiconductor. Moti Dattelkramer and Sagiv Mizrahi of BDO Ziv Haft Consulting & Management Ltd. acted as financial advisor and fairness opinion provider to Tower Semiconductor.

Intel Corporation (NasdaqGS:INTC) cancelled the acquisition of Tower Semiconductor Ltd. (NasdaqGS : TSEM) from The Phoenix Holdings Ltd. (TASE:PHOE), Harel Insurance Investments & Financial Services Ltd (TASE:HARL), Senvest Management, LLC, Wellington Management Group LLP and others on August 16, 2023. The transaction was terminated after failing to win Chinese regulators approval.