Deadline for Voting by Proxy by Internet or Telephone Is Monday, August 29 at 11:59 p.m. New York Time
SUNNYVALE, CA – August 26, 2011 – 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.