Zoran Corporation (NASDAQ: ZRAN), a leading provider of digital
solutions for applications in the digital entertainment and digital
imaging markets, today confirmed that Ramius Value and Opportunity
Master Fund Ltd, a Zoran stockholder, has delivered the requisite
consents to elect three new independent directors to Zoran's Board
of Directors in substitution for three of Zoran's current
independent Board members.
"We welcome the new directors to the Zoran Board and look
forward to working together on behalf of our stockholders," said
Dr. Levy Gerzberg, president and chief executive officer of Zoran.
"We would also like to thank our three departing board members for
their many years of service and contribution to Zoran's
success."
"We are pleased with the conclusion of the consent solicitation
which will enable Zoran's executives to return all of their
attention to running the business and serving Zoran's customers,"
said Jeffrey C. Smith, Ramius Partner Managing Director. "We look
forward to working constructively with the Board and
management."
As previously announced, Zoran has entered into a merger
agreement under which Zoran will merge with CSR plc. Completion is
expected in the second quarter of 2011 and is subject to the
approval of CSR and Zoran stockholders, regulatory approvals and
other customary closing conditions.
About Zoran Corporation Zoran Corporation,
based in Sunnyvale, California, is a leading provider of digital
solutions in the growing digital entertainment and digital imaging
markets. With 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 receiver (silicon tuners),
Blu-ray Player, 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 announcement is not a prospectus. It 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 referred to, in respect of CSR
shareholders, a shareholder circular seeking the approval of CSR
shareholders for the Merger and issuance of ADSs to Zoran
shareholders (the "Circular") and a prospectus in connection with
the admission of ordinary shares of CSR to the Official List and to
trading on the London Stock Exchange (the "UK Prospectus") or, in
respect of the Zoran shareholders, the Proxy Statement and US
Prospectus (the "Proxy Statement/Prospectus") which will form part
of the Registration Statement on Form F-4 (the "Registration
Statement") that will be filed by CSR.
This communication may be deemed to be solicitation material in
respect of the proposed merger involving CSR and Zoran. In
connection with the proposed merger, CSR intends to file with the
US Securities and Exchange Commission (the "SEC") a Registration
Statement on Form F-4 containing a proxy statement/prospectus for
the stockholders of Zoran and each of CSR and Zoran plan to file
other documents with the SEC regarding the proposed merger. The
definitive proxy statement/prospectus will be mailed to
stockholders of Zoran. Shareholders of CSR and Zoran are advised to
read carefully the formal documentation in relation to the Merger
once it has been despatched. The proposals for the Merger will, in
respect of the CSR Shareholders, be made solely through the
Circular, and, in respect of the Zoran Shareholders, be made solely
through a Proxy Statement/Prospectus. Both the Circular and the UK
Prospectus and the Proxy Statement/Prospectus will contain the full
terms and conditions of the way in which the Merger will be
implemented, including details of how to vote with respect to the
implementation of the Merger. Any acceptance or other response to
the proposals should be made only on the basis of the information
in respect of the CSR Shareholders, in the Circular and the UK
Prospectus, or, in respect of the Zoran Shareholders, in the Proxy
Statement/Prospectus.
How to find further information Copies of the UK Prospectus and
the Circular will, from the date of posting to CSR Shareholders, be
filed with the UK Listing Authority and submitted to the National
Storage Mechanism and available for inspection at
www.Hemscott.com/nsm.do and available for inspection by CSR
Shareholders at the offices of CSR plc, Churchill House, Cambridge
Business Park, Cowley Road, Cambridge CB4 0WZ during normal
business hours on any weekday (Saturdays, Sundays and public
holidays excepted), at the offices of Slaughter and May, One
Bunhill Row, London, EC1Y 8YY during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) and in
the Investor Centre of CSR's website www.csr.com. On or prior to
the date of posting to Zoran Shareholders, CSR will also file with
the SEC the Registration Statement for the Merger on Form F-4 which
will include a Proxy Statement of Zoran and will also constitute a
US prospectus of CSR. In connection with the consent solicitation
by Ramius LLC ("Ramius"), Zoran has filed with the SEC a
preliminary consent revocation statement and plans to file a final
consent revocation statement (the "Consent Revocation
Statement").Stockholders will be able to obtain, free of charge,
copies of the Proxy Statement and F-4 Registration Statement,
Consent Revocation Statement and any other documents filed by Zoran
with the SEC in connection with the proposed Merger at the SEC's
website at http://www.sec.gov and at Zoran's website at
www.Zoran.com.
BEFORE MAKING AN INVESTMENT OR VOTING DECISION, WE URGE
INVESTORS OF CSR AND ZORAN TO READ CAREFULLY THE CIRCULAR, UK
PROSPECTUS, PROXY STATEMENT AND F-4 REGISTRATION STATEMENT AND US
PROSPECTUS AND THE CONSENT REVOCATION STATEMENT (INCLUDING ANY
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT CSR OR
ZORAN WILL FILE WITH THE UKLA OR SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
It is anticipated that the UK Prospectus and the Circular will
be made public and the Proxy Statement/Prospectus will be mailed to
Zoran shareholders around the end of April/beginning of May
2011.
Forward-looking statements This announcement contains, or may
contain, 'forward-looking statements' concerning CSR and 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 the following: (i) 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,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of CSR's or Zoran's
operations and potential synergies resulting from the Merger; and
(iii) the effects of government regulation on CSR's, Zoran's or the
Merged Company's business (iv) the other statements set forth in
the two CEO quotes and under "Strategic Rationale" and "Financial
Rationale" contained herein; (v) the Share Buyback and (vi) the
anticipated timing of shareholder meetings and completion.
These forward-looking statements are based upon the current
beliefs and expectations of the management of 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 containing the respective
technologies of Zoran and CSR in a timely and cost-effective
manner; 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 in CSR's and Zoran's periodic reports (whether under the
caption Risk Factors or Forward Looking Statements or elsewhere).
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.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of CSR,
Zoran, or the Merged Company, following the implementation of the
Merger or otherwise. No statement in this announcement should be
interpreted to mean that the earnings per share, profits, margins
or cash flows of CSR or the Merged Company for the current or
future financial years would necessarily match or exceed the
historical published figures.
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
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