Tower Semiconductor (NASDAQ/TASE: TSEM, herein "Tower"), a leading foundry of high‑value analog semiconductor solutions, and Nuvoton Technology Corporation (TSE:4919, herein "Nuvoton"), a leading semiconductor solutions provider, today announced that Nuvoton Technology Corporation Japan (NTCJ), a wholly owned subsidiary of Nuvoton, together with Tower and Tower Partners Semiconductor Co., Ltd. (TPSCo), have entered into a framework agreement to implement a strategic restructuring of TPSCo's business operations.

TPSCo, headquartered in Japan, is a Japanese corporation in which Tower holds a 51% equity interest and NTCJ holds the remaining 49% equity interest. TPSCo provides wafer processing and assembly services and currently operates a 12‑inch fabrication facility in Uozu, Japan, and an 8‑inch fabrication facility in Tonami, Japan.

Under the framework agreement, upon closing of the transaction, Tower will gain full ownership and operational control of TPSCo's 12‑inch fab and foundry business, while TPSCo's 8‑inch fab and foundry business will remain within TPSCo, which will become a wholly owned subsidiary of NTCJ, for consideration of $25 million payment by NTCJ to Tower on the closing date. The companies will work collaboratively to ensure continuity without interruption of customer engagements, ongoing operations and development programs, as well as employee stability, across both facilities. In addition, each party will provide production services to the other party that currently fabricates products at the other party's facility, for its customers, among other services to enable the business of each separate facility.

This strategic restructuring is intended to better align each company's assets with its respective long‑term business strategy, enhance operational focus, and strengthen global competitiveness in response to evolving market and customer requirements.

The transaction is expected to close on April 1, 2027, subject to the satisfaction of customary closing conditions and receipt of applicable regulatory approvals.