Zoran Corporation Announces Initial Filing of Form F-4 With United States Securities and Exchange Commission
20 Aprile 2011 - 12:16AM
Marketwired
Zoran Corporation (NASDAQ: ZRAN) announced today that in connection
with the proposed merger between CSR plc ("CSR") and Zoran
Corporation ("Zoran") CSR today made an initial filing with the
U.S. Securities and Exchange Commission (the "SEC") of a
Registration Statement on Form F-4. The Form F-4 contains the
preliminary form of the proxy statement to be used in connection
with Zoran's solicitation of proxies for the special meeting of
Zoran's stockholders to be held to consider and vote on the
adoption of the merger agreement providing for the proposed merger.
The Form F-4, when effective, will also provide for the
registration with the SEC of the offer and issuance by CSR of its
Ordinary Shares that will underlie the American Depositary Shares
to be issued to Zoran's stockholders in the merger. Completion of
the transaction remains subject to other customary closing
conditions, including approval by Zoran's and CSR's stockholders.
Zoran anticipates that the transaction will be completed in the
second quarter of 2011.
ABOUT ZORAN
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 receiver (silicon
tuners), 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 +1 408-523-6500.
This press release 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 the Zoran shareholders, in
the final Registration Statement on Form F-4 to be filed by CSR
with the Securities and Exchange Commission ("SEC"), which will
contain a Proxy Statement for Zoran's stockholder meeting to adopt
the merger agreement (the "Proxy Statement and F-4 Registration
Statement").
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND F-4
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ZORAN
OR CSR FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to
obtain, free of charge, copies of the Proxy Statement and F-4
Registration 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.
Important Additional Information
Zoran and its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from
stockholders in connection with the approval of the proposed
transaction. Information regarding the names of Zoran's directors
and executive officers and their respective interests in Zoran by
security holdings or otherwise is set forth in Zoran's proxy
statement relating to the 2010 annual meeting of stockholders,
which may be obtained free of charge at the SEC's website at
www.sec.gov and Zoran's website at www.Zoran.com. Additional
information regarding the interests of such potential participants
are included in the Proxy Statement and F-4 Registration Statement
and other relevant documents to be filed with the SEC in connection
with the solicitation of proxies to approve the proposed
transaction and to elect directors.
Forward-looking statements
This press release contains, or may contain, 'forward-looking
statements' concerning CSR and Zoran, the combined companies 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 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, 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 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 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 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 United States Securities and
Exchange Commission, 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 Corporation: Karl Schneider Chief Financial Officer
(408) 523-6500 Email Contact Bonnie McBride (415) 454-8898 Email
Contact
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