Filed by Zoran Corporation
Pursuant to Rule 425 under The Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities
Exchange Act of 1934
Subject Company: Zoran Corporation
Commission File Number: 000-27246
Date: August 23, 2011
Zoran Corporation Commentary on Glass
Lewis Report
Zoran believes that Glass Lewis conducted flawed and incomplete analyses and that its report regarding Zorans
proposed merger with CSR plc contains a number of statements and comparisons that are inaccurate. This commentary highlights some of the incorrect assertions in the Glass Lewis report and the facts that support Zorans position.
1. Incorrect Glass Lewis assertion:
Terms of the restated merger agreement with CSR offer 20.2% less value than the original terms.
FACTS:
The restated merger agreement offers Zoran stockholders $8.42 per share, 24%
greater
than the implied $6.78 per share value of the original all-stock deal, based on the closing share price of CSR on Friday, August 19, 2011. Moreover, it is notable that the Philadelphia Semiconductor Index has declined 31% since the trading day
prior to the initial announcement of the deal in February.
2. Incorrect Glass Lewis assertion:
It is the wrong time to sell when the
company is trading at low multiples given it has sufficient working capital to weather the storm.
FACTS:
While acknowledging the strong strategic rationale of a Zoran combination with CSR, Glass Lewis exhibits a lack of understanding of the competitive realities faced by smaller companies in the semiconductor industry such a Zoran. Glass Lewiss
suggestion that Zoran weather the storm demonstrates a focus on the short-term and a disregard of the long-term challenges in the semiconductor industry for a company like Zoran. Merging with CSR offers Zoran both the scale and critical
technologies needed for its long term viability and competitiveness.
3. Incorrect Glass Lewis assertion:
Implied revenue multiples of
current transaction are lower than implied revenue multiples of the original terms.
FACTS:
Zoran believes earnings
multiples are a more accurate way of comparing the terms of the two transactions, and it is well-recognized that earnings are the primary valuation methodology for the semiconductor industry. The earnings multiple for 2012 implied by the revised
Zoran-CSR transaction is meaningfully greater than under the original terms given the significant reduction in expected profitability.
4.
Incorrect Glass Lewis assertion:
Implied deal value is on the low end of various Goldman Sachs financial analyses especially if one ignores revenue synergies.
FACTS:
As described in Zorans proxy statement for the transaction, on announcement the current deal was valued toward the upper end of most of Goldman Sachss financial analyses of Zoran
on a standalone basis. In addition, as described in the proxy statement and quoted
1
by Glass Lewis, the mid-point of the implied range of values of $8.49 to $12.29 per share using a present value of future share price calculation for Zoran shareholders in the pro forma company
(excluding ALL synergies) exceeds both the mid-point of ALL Zoran standalone analyses as well as the offer price at announcement of the revised transaction.
5. Incorrect Glass Lewis assertion:
Implied deal multiples fall at the low end or below the range of multiples observed in Glass Lewis comparable transaction set.
FACTS
: The Glass Lewis report refers to the LTM and NTM revenue multiples for the Zoran transaction as being lower than those of
other semiconductor transactions. However, and very importantly, they do not compare this transaction to other transactions on an earnings multiple basis, which is the most prevalent way of valuing semiconductor companies. In addition, Glass Lewis
has chosen to look at a narrower set of transactions limited to the past 18 months, instead of looking across a broader set of semiconductor transactions which includes targets that better compare with Zorans business and financial model.
The NTM P/E multiples for semiconductor deals over the past six years have a median multiple of 22.8x, with a range of 13.9x
to 41.7x, based on publicly available information. For the current Zoran transaction, the 2012 P/E multiple based on Zoran managements plan of 38.5x is meaningfully higher than the median and close to the high end of this range. In addition,
the 2012 P/E multiple for Zoran using Wall Street estimates was theoretically infinite, as Zoran was expected to continue to be unprofitable in 2012.
Zoran remains convinced that
the merger with CSR provides the best value and greatest certainty for its stockholders
. In addition the stock component of the restated merger consideration provides
Zoran stockholders with
the opportunity to benefit from the strong strategic rationale and synergies of the combination.
The Zoran
Board also took into account that no other prospective partners or buyers have contacted Zoran expressing an interest in acquiring Zoran since the original merger agreement was announced in February, and that although Zoran did receive one
expression of interest in the camera business before the announcement of the original transaction, no formal offer was ever made.
Accordingly,
the Zoran Board is confident that the transaction with CSR maximizes value for Zoran stockholders and urges stockholders to vote FOR the
CSR merger
.
Contacts:
|
|
|
Zoran Corporation:
|
|
Investors:
|
Karl Schneider
|
|
Bonnie McBride
|
Chief Financial Officer
|
|
(415) 454-8898
|
(408) 523-6500
|
|
bonnie@avalonir.com
|
ir@zoran.com
|
|
|
Company Web Site:
www.zoran.com
2
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 Zorans 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 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 SECs website at www.sec.gov and Zorans website at www.Zoran.com.
Forward-Looking Statements
This communication 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, and financial forecasts are 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 CSRs or Zorans 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 CSRs and Zorans 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
Zorans businesses into those of CSRs in a timely and cost-efficient manner; the development of the markets for Zorans and CSRs products; the Merged Companys ability to develop and market products integrating each
companys 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
3
elsewhere in CSRs and Zorans periodic reports filed with the SEC, including Zorans Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K and
Zorans and CSRs 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.
4
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