Zoran Corporation (NASDAQ: ZRAN) today reiterated its
recommendation that stockholders vote "FOR" its proposed merger
with CSR plc (LSE: CSR.L, "CSR"). Zoran's special meeting of
stockholders is fast approaching, and it is extremely important
that stockholders vote as soon as possible.
"We are encouraged by the support we have received from our
stockholders in favor of the transaction, and look forward to
completing our merger with CSR next week to create a stronger, more
globally competitive company with upside that will benefit all
stockholders," said Dr. Levy Gerzberg, Co-Founder, President, CEO
and Director of Zoran. "We strongly believe that the merger with
CSR provides the best and greatest certainty of value for all
stockholders and that any assertion or commentary to the contrary
is misguided, particularly in this volatile macroeconomic
environment."
As previously announced on August 15, 2011, Institutional
Shareholder Services ("ISS") recommended that Zoran stockholders
vote FOR its proposed merger with CSR. In making its
recommendation, ISS highlighted that:
"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."*
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. Subject to approvals of
the stockholders of Zoran and CSR, the merger is expected to close
on August 31, 2011.
The Board of Directors of Zoran has approved the CSR 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 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 quote 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.
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 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 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 Investors: Bonnie McBride (415)
454-8898 Email Contact Company Web Site: www.zoran.com
Zoran Corp. (MM) (NASDAQ:ZRAN)
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