Zoran Corporation (NASDAQ: ZRAN) has received a tax ruling from the
Israeli Tax Authority ("ITA") with respect to the application of
Israeli tax withholding to the consideration payable to Zoran
stockholders in the proposed merger of Zoran with CSR plc (LSE:
CSR) ("CSR"). In general, Zoran stockholders that hold 5% or less
of Zoran's outstanding shares as of the closing of the merger and
are residents for tax purposes of the United States or other
countries that have a tax treaty with Israel will be exempt from
Israeli tax withholding if they make the certifications and in some
cases submit documentation required by the ruling.
As discussed in Zoran's proxy statement relating to the merger,
each Zoran stockholder would be subject to Israeli tax withholding
at the rates of 20% for individuals and 24% for corporations on its
gross merger consideration (both cash and stock), unless Zoran
received a tax ruling from the ITA or the stockholder independently
requests and obtains an individual tax ruling or exemption
certificate from the ITA.
The tax ruling received by Zoran generally provides that the
merger consideration paid to a Zoran stockholder that certifies
that it is a non-Israeli resident, within the meaning of Israeli
tax law and the ruling, will be exempt from Israeli tax withholding
if the stockholder also certifies that each of its Zoran shares
meets at least one of the sets of conditions listed below. A
stockholder may divide its shares among different conditions. If
any of a stockholder's shares do not meet at least one of the
conditions, then none of the stockholder's shares, even shares that
meet one of the conditions, will be exempt from withholding under
the ruling. The conditions generally are as follows.
- Condition 1: No gain on individual shares, regardless of date
of purchase
- The purchase price in U.S. dollars for every individual share
that the stockholder wishes to qualify under this condition equals
or exceeds the price per share implied in the merger, and
- The stockholder provides a certificate or account statement
from its broker evidencing the purchase price of the shares.
- Condition 2: Shares acquired on or after January 1, 2009 by 5%
or less stockholders
- The stockholder beneficially owns, within the meaning of
Israeli tax law and the tax ruling, 5% or less of Zoran's shares as
of the closing of the merger, and
- The shares were acquired on or after January 1, 2009.
- Condition 3: Shares acquired before January 1, 2009 by 1% or
less stockholders
- The stockholder beneficially owns 1% or less of Zoran's shares
as of the closing of the merger,
- The shares were acquired before January 1, 2009, and
- The stockholder is a resident of a country that has a tax
treaty with Israel, including the United States, Canada, China,
France, Germany, Japan and the United Kingdom.
- Condition 4: Shares acquired before January 1, 2009 by
stockholders between 1% and 5%
- The stockholder beneficially owns 5% or less and more than 1%
of Zoran's shares as of the closing of the merger,
- The shares were acquired before January 1, 2009,
- The stockholder is a resident of a country that has a tax
treaty with Israel, including the United States, Canada, China,
France, Germany, Japan and the United Kingdom, and
- The stockholder provides a residency certificate from the tax
authorities of its country of residence certifying that it is a
resident of that country for the year 2011. (U.S. taxpayers may
provide an IRS Form 6166 (Certification of U.S. Tax Residency);
consult your tax advisor.)
Any stockholder that is not exempt from withholding under the
tax ruling received by Zoran and believes that it is nonetheless
entitled to an exemption may separately apply to the ITA to obtain
an exemption certificate or an individual tax ruling providing for
no or reduced withholding and submit such exemption certificate or
ruling to the exchange agent for the merger. If a stockholder is
not covered by the ruling received by Zoran or another tax ruling
or exemption certificate, payments of merger consideration to be
made to the stockholder will be subject to Israeli tax
withholding.
Stockholders who received or acquired their shares of Zoran
common stock under one or more Zoran stock incentive plans while
employed by Zoran's Israeli subsidiary, or otherwise as
compensation for employment or services provided to Zoran's Israeli
subsidiary, are not covered by the tax ruling. A separate tax
ruling requested from the ITA may apply to such stockholders, as
discussed in the proxy statement.
Each Zoran stockholder, regardless whether it claims a
withholding exemption under the tax ruling or otherwise, should
complete and submit to the exchange agent for the merger a form of
Declaration of Status for Israeli Tax Purposes (the "Declaration
Form"), together with any additional documentation described above
or otherwise required under the tax ruling received by Zoran. CSR
and its agents will determine based on the stockholder's statements
in the Declaration Form whether the stockholder is a "non-Israeli
resident," meets the other requirements of the ruling and is
entitled under the ruling to be exempt from withholding.
The Declaration Form and accompanying instructions will be
provided to stockholders following the closing of the merger. The
exchange agent will be available to direct stockholders with any
questions regarding the Declaration Form to an agent who can assist
them. Details on how to contact the exchange agent and the
procedure for submitting Declaration Forms will be provided to
stockholders with the Declaration Forms.
In addition, the tax ruling provides that consideration to
eligible Israeli brokers or Israeli financial institutions holding
shares of Zoran common stock solely on behalf of beneficial
stockholders will not be subject to Israeli tax withholding, and
the relevant Israeli broker or Israeli financial institution will
withhold Israeli tax, if any, as required by Israeli law.
For further information on the material Israeli tax consequences
of the merger, see "Material Tax Consequences - Material Israeli
Tax Consequences of the Merger" in the proxy statement, which is
available at the SEC's website at www.sec.gov and Zoran's website
at www.Zoran.com.
Zoran stockholders are urged to consult with their own tax
advisors for a full understanding of the Israeli tax consequences
of the merger to such stockholders.
A special meeting of stockholders of Zoran Corporation to vote
upon the proposed merger is scheduled for August 30, 2011 at 10:00
a.m., local time at Zoran's offices at 1390 Kifer Road, Sunnyvale,
California. Zoran stockholders of record at the close of business
on July 18, 2011, will be entitled to vote at the special meeting.
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 merger 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. 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.
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.
Important Additional Information
In connection with the proposed transaction, Zoran has filed a
proxy statement (the "Proxy Statement") 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
ordinary shares issuable in the form of American Depositary Shares
to Zoran stockholders in the proposed merger. On or about August 1,
2011, Zoran began mailing the Proxy Statement to its stockholders
of record as of the close of business on July 18, 2011. 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 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.
Forward-Looking Statements
This press release contains, or may contain, "forward-looking
statements" concerning CSR and Zoran, the combined company 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 satisfy
conditions to the merger on the proposed terms and timeframe; the
possibility that the merger does not close when expected or at all;
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 SEC, 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, the Zoran logo and "Connect Share Entertain" 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 Investors: Bonnie McBride (415)
454-8898 Email Contact Company Web Site: www.zoran.com
Zoran Corp. (MM) (NASDAQ:ZRAN)
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