SUNNYVALE, CA— August 30, 2011 - 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.