SOURCE: Zoran Corporation

April 19, 2011 18:16 ET

Zoran Corporation Announces Initial Filing of Form F-4 With United States Securities and Exchange Commission

SUNNYVALE, CA--(Marketwire - Apr 19, 2011) - 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.

Contact Information

  • Zoran Corporation:

    Karl Schneider
    Chief Financial Officer
    (408) 523-6500
    Email Contact

    Bonnie McBride
    (415) 454-8898
    Email Contact