Zoran Stockholders Approve CSR Merger
31 8월 2011 - 2:53AM
Marketwired
Zoran Corporation (NASDAQ: ZRAN) announced that at its special
meeting of stockholders held today Zoran stockholders approved the
adoption of the proposed merger agreement with CSR plc (LSE: CSR.L)
("CSR"). Subject to the satisfaction of final customary closing
conditions, it is expected that the merger will close on August 31,
2011 and trading of Zoran's common stock will be halted on Nasdaq
before market open on August 31, 2011.
In accordance with the terms of the merger agreement, 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.
As previously announced, Zoran received a tax ruling from the
Israeli Tax Authority with respect to the application of Israeli
tax withholding to the merger consideration payable to Zoran
stockholders. 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.
Letters of transmittal for the delivery by Zoran stockholders of
record of their shares to the exchange agent in exchange for the
merger consideration will be distributed shortly after the closing,
along with a form of Declaration of Status for Israeli Tax Purposes
(the "Declaration Form") in which stockholders can make the
certifications described above. Zoran stockholders who hold shares
through banks, brokers or other nominees should receive a
Declaration Form from their bank, broker or other nominee. All
stockholders should carefully follow the instructions in the letter
of transmittal or materials provided by their banks or brokers and
complete and submit to their bank, broker or other nominee or, in
the case of registered holders, to the exchange agent, a completed
Declaration Form, together with any additional documentation
described above or otherwise required under the tax ruling in order
to receive the merger consideration.
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', should', 'expects', 'anticipates' or
similar expressions or negatives thereof identify forward-looking
statements. Forward-looking statements include statements relating
to 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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