SOURCE: Brower Piven, A Professional Corporation

March 02, 2011 17:29 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Zoran Corporation by CSR plc

STEVENSON, MD--(Marketwire - March 2, 2011) - The law firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the Delaware Chancery Court on behalf of all shareholders of Zoran Corporation ("Zoran") (NASDAQ: ZRAN).

The complaint alleges violations of state law by the Board of Directors of Zoran relating to the proposed acquisition of the company by CSR Corporation ("CSR") (LSE: CSR), a corporation organized under the laws of England and Wales. The complaint alleges that Zoran's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.

On February 22, 2011, the complaint states, Zoran and CSR announced the proposal for Zoran to be acquired by CSR in a stock-for stock exchange valued at $13.03 per share, with an aggregate value of approximately $679 million. According to the complaint, under the signed merger agreement, shareholders of Zoran are to receive 0.4625 American Depository Shares (ADS) of CSR, with each ADS representing four ordinary shares of CSR. The complaint states that, in the merger agreement, the Zoran shareholders would constitute 35% of the new combined entity.

The Board of Directors' sudden decision to sell Zoran to CSR, the complaint alleges, was an irrational and unreasonable response to a non-existent threat to corporate policy and effectiveness, especially after emphasizing for months to shareholders that the Board should be permitted to pursue the strategic plan on which it had embarked. The complaint also alleges that the merger agreement fails to take into account the anticipated growth in Zoran's performance in 2012 since Zoran was expected to grow approximately 141.70% in 2012, far more than its competitors. The complaint alleges that the consideration that Zoran's shareholders will receive in the merger agreement fails to provide adequate compensation to account for this growth potential, and deprives shareholders of the value of that growth.

If you are a current owner of shares of Zoran, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com, by email at hoffman@browerpiven.com, by calling 410-415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

  • CONTACT:
    Charles Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410-415-6616
    Email Contact