SOURCE: Zoran Corporation

August 01, 2011 09:00 ET

Zoran Corporation to Mail Definitive Proxy Materials

Special Meeting of Stockholders to Vote on Proposed Merger Scheduled for August 30, 2011

SUNNYVALE, CA--(Marketwire - Aug 1, 2011) - Zoran Corporation (NASDAQ: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today announced that it has filed with the Securities and Exchange Commission, and will commence mailing of, definitive proxy materials in connection with the proposed merger with CSR plc (LSE: CSR) ("CSR"). 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 (an "ADS," with each ADS representing four ordinary shares) for each share of Zoran common stock held.

A special meeting of stockholders of Zoran Corporation to vote upon the proposed merger has been scheduled for Tuesday, August 30, 2011 at 10:00 a.m., local time at Zoran's principal executive offices located at 1390 Kifer Road, Sunnyvale, California. Zoran stockholders of record at the close of business on Monday, July 18, 2011, will be entitled to vote at the special meeting.

The Board of Directors of Zoran has approved the CSR transaction 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 Board of Directors' recommendation 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.

Company Profile

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.

Forward-Looking Statements

This press release includes forward-looking statements that reflect the Company's current views of future events and future financial performance, including the chief executive officer quotations, and the material presented under "Future Outlook," including statements regarding the Company's future results of operation including in the third quarter of 2011, business prospects, and statements regarding potential design wins, the prospects of various business lines, and expectations regarding the prospects of the combined Company/CSR after the closing of the transaction. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from what is currently expected, including risks associated with the earthquake and related nuclear accident in Japan; risks associated with the Company's ability to acquire new, and increase its business from current, customers; potential declines in the Company's sales as a result of the continuing global economic slowdown that could continue to reduce demand for consumer electronic and other products; the impact of Cisco's decision to discontinue its Flip product line on the Company's results of operations, including that new customers may not buy COACH products as anticipated, inability to close or delays in closing the CSR transaction due to failure of or any delay in the satisfaction of any condition precedent or otherwise; continued tightening in global credit markets, which could result in insolvency of key suppliers, customers, or retailers and customer inability to finance purchases of our products; the rapidly evolving markets for the Company's products and uncertainty regarding the pace and direction of development of those markets; the impact of further ASP declines; the Company's dependence on sales to a limited number of large customers; cost and length of time required for new product development; timing and impact of new product introductions by the Company and its competitors, and of transitions away from older products; intense competition in the Company's markets and in the markets in which its customers operate; the Company's reliance on other parties for wafer supplies, product assembly and testing, and manufacturing capacity; the effects of changes in revenue and product mix on the Company's gross margins; fluctuations in tax rate caused by projections of the geographic sources of Company income; dependence on key personnel; reliance on international operations, particularly operations in Israel; the possibility of disruption from any future proxy fight, or threat thereof, making it more difficult to maintain business and operational relationships; disruption or uncertainty caused by future shareholder actions or litigation; Please refer to the discussion of the risks and uncertainties under the caption "Risk Factors" and elsewhere in Forms 10-K, 10-Q and 8-K filed by the Company with the SEC for further information regarding risks and uncertainties that could cause actual results or events to differ materially from those contained in the forward-looking statements included in this press release. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

Zoran, the Zoran logo and SupraHD are trademarks or registered trademarks of Zoran Corporation and/or its subsidiaries in the United States and/or other countries. All other brands or names may be claimed as property of others.

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