Zoran Corporation (NASDAQ: ZRAN) today announced that Institutional
Shareholder Services ("ISS") recommends that Zoran stockholders
vote FOR its proposed merger with CSR plc (LSE: CSR.L) ("CSR"). ISS
is the leading independent proxy voting and corporate governance
advisory firm, and its recommendations are relied upon by thousands
of major institutional investment firms, mutual funds and other
fiduciaries throughout the country.
As previously announced on June 17, 2011, Zoran and CSR entered
into an Amended and Restated Agreement and Plan of Merger under
which Zoran stockholders will receive US$6.26 in cash and 0.589
ordinary shares of CSR in the form of American Depositary Shares
for each share of Zoran common stock held.
In its August 12, 2011, report, ISS stated:
The consideration of cash and stock provides ZRAN shareholders
with certainty of value while allowing participation in synergistic
upsides -- most notably from the increased scale and complimentary
capabilities -- that may result from the merger. The decision to
merge with CSR appears to offer the most value to shareholders and
provides less downside risk than the standalone alternative or a
break-up sale of the parts. The rationale and premium seem
reasonable given the competitive landscape facing Zoran and in
light of micro and macro events that have transpired since the
February agreement.*
"ISS reached the right conclusion by recommending that
stockholders vote for Zoran's merger with CSR," said Dr. Levy
Gerzberg, president and chief executive officer of Zoran. "By
combining our expertise in imaging and video with CSR's
connectivity, location and audio capabilities, this merger greatly
expands our available target markets, enabling us to address both
large and existing growth markets, as well as the smaller emerging
niche markets that are expected to see substantial growth. In
addition, it drives greater economies of scale and enhances
earnings capabilities. Given these benefits, a merger with CSR is
the best alternative for Zoran and its stockholders. Most
importantly, Zoran stockholders will receive increased certainty of
value through a significant cash component while still retaining
the upside potential in the combined company."
A special meeting of stockholders of Zoran Corporation to vote
upon the proposed merger is scheduled for Tuesday, August 30, 2011
at 10:00 a.m., local time at Zoran's principal executive offices
located at 1390 Kifer Road, Sunnyvale, California. Zoran
stockholders of record at the close of business on Monday, July 18,
2011, will be entitled to vote at the special meeting.
A general meeting of shareholders of CSR at which the approval
of shareholders will be sought in connection with the proposed
merger and certain other business is scheduled for Tuesday, August
30, 1011 at 3.00 p.m., local time at the offices of J.P. Morgan
Cazenove, 20 Moorgate, London EC2R 6DA, United Kingdom.
Subject to approvals of the stockholders of Zoran and CSR, the
transaction is expected to close on August 31, 2011.
The Board of Directors of Zoran has approved the CSR transaction
and recommends that all Zoran stockholders vote "FOR" the proposal
to adopt the merger agreement. Zoran stockholders are encouraged to
read the definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the
recommendation of the Board of Directors that stockholders vote
"FOR" the proposal to adopt the merger agreement. Zoran
stockholders who have questions about the merger or need assistance
in submitting their proxy or voting their shares should contact
Zoran's proxy solicitor, MacKenzie Partners, Inc., at (212)
929-5500 (call collect) or toll free at (800) 322-2885.
* Permission to use quotation was neither sought nor
obtained.
About Zoran Corporation Zoran Corporation,
based in Sunnyvale, California, is a leading provider of digital
solutions for the digital entertainment and digital imaging
markets. With over two decades of expertise developing and
delivering digital signal processing technologies, Zoran has
pioneered high-performance digital audio and video, imaging
applications and Connect Share Entertain™ technologies for the
digital home. Zoran's proficiency in integration delivers major
benefits for OEM customers, including greater capabilities within
each product generation, reduced system costs, and shorter time to
market. Zoran-based DTV, set-top box, broadband receivers (silicon
tuners), DVD, digital camera, and multifunction printer products
have received recognition for excellence and are now in hundreds of
millions of homes and offices worldwide. With headquarters in the
U.S. and additional operations in China, France, Germany, India,
Israel, Japan, Korea, Taiwan, and the U.K., Zoran may be contacted
on the World Wide Web at www.zoran.com or at 408-523-6500.
This press release does not constitute or form part of an offer
to sell or any invitation to purchase or subscribe for any
securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the merger or otherwise. Any acceptance or response to
the merger should be made only on the basis of the information
provided in the proxy statement (the "Proxy Statement") filed by
Zoran with the Securities and Exchange Commission ("SEC") for
Zoran's stockholder meeting to adopt the merger agreement. The
Proxy Statement also includes the prospectus filed by CSR with the
SEC relating to CSR and the CSR ADSs issuable to Zoran stockholders
in the proposed merger. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
ZORAN OR CSR FILE WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain, free of charge,
copies of the Proxy Statement and any other documents filed by
Zoran with the SEC in connection with the proposed transaction at
the SEC's website at www.sec.gov and Zoran's website at
www.Zoran.com.
Important Additional Information
Zoran and its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from Zoran
stockholders in connection with the approval of the proposed
merger. Information regarding the names of Zoran's directors and
executive officers and their respective interests in Zoran by
security holdings or otherwise is set forth in the Proxy Statement.
Additional information regarding the interests of such potential
participants may be included in other relevant documents to be
filed with the SEC in connection with the solicitation of proxies
to approve the proposed transaction and to elect directors.
Forward-Looking Statements
This press release contains, or may contain, "forward-looking
statements" concerning CSR and Zoran, the combined companies and
business and the wholly-owned subsidiary of CSR that will merge
with Zoran (together such companies and their subsidiaries being
the "Merged Company") that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'estimates', 'aims',
'intends', 'anticipates' or similar expressions or negatives
thereof identify forward-looking statements. Forward-looking
statements include statements relating to (1) the expected benefits
of the merger, the expected accretive effect of the merger on the
combined companies' financial results, expected cost, revenue,
technology and other synergies, the expected impact for customers
and end-users, future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, financial condition, and
future prospects; (2) business and management strategies and the
expansion and growth of CSR's or Zoran's operations and potential
synergies resulting from the merger; and (3) the expected closing
date of the merger.
These forward-looking statements are based upon the current
beliefs and expectations of the management of Zoran and CSR and
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond CSR's and Zoran's ability to control or estimate
precisely and include, without limitation: the ability to obtain
governmental approvals of the merger or to satisfy other conditions
to the merger on the proposed terms and timeframe; the possibility
that the merger does not close when expected or at all, or that the
companies may be required to modify aspects of the merger to
achieve regulatory approval; the ability to realize the expected
synergies from the transaction in the amounts or in the timeframe
anticipated; the potential harm to customer, supplier, employee and
other relationships caused by the announcement or closing of the
merger; the ability to integrate Zoran's businesses into those of
CSR's in a timely and cost-efficient manner; the development of the
markets for Zoran's and CSR's products; the Merged Company's
ability to develop and market products integrating each company's
technologies in a timely fashion; weak current economic conditions
and the difficulty in predicting sales, even in the short-term;
factors affecting the quarterly results of CSR, Zoran and the
Merged Company; sales cycles; price reductions; dependence on and
qualification of foundries to manufacture the products of CSR,
Zoran and the Merged Company; production capacity; the ability to
adequately forecast demand; customer relationships; the ability of
CSR, Zoran and the Merged Company to compete successfully; product
warranties; the impact of legal proceedings; the impact of
intellectual property indemnification practices; and other risks
and uncertainties, including those detailed from time to time under
the caption "Risk Factors" and elsewhere in CSR's and Zoran's
periodic reports filed with the United States Securities and
Exchange Commission, including Zoran's Current Reports on Form 8-K,
Quarterly Reports on Form 10-Q and Annual Report on Form 10-K and
Zoran's and CSR's other filings with the SEC. Neither CSR nor Zoran
can give any assurance that such forward-looking statements will
prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this announcement. Neither CSR nor Zoran nor
any other person undertakes any obligation to update or revise
publicly any of the forward-looking statements set out herein,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Zoran and the Zoran logo are trademarks or registered trademarks
of Zoran Corporation and/or its subsidiaries in the United States
and/or other countries. All other brands or names may be claimed as
property of others.
Zoran Corporation: Karl Schneider Chief Financial Officer
(408) 523-6500 Email Contact Company Web Site: www.zoran.com
Investors: Bonnie McBride (415) 454-8898 Email Contact
Zoran Corp. (MM) (NASDAQ:ZRAN)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Zoran Corp. (MM) (NASDAQ:ZRAN)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024