Ramius succeeds in raid on Zoran board

SUNNYVALE, CA--(Marketwire - March 8, 2011) - Zoran Corporation (NASDAQ: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today confirmed that Ramius Value and Opportunity Master Fund Ltd, a Zoran stockholder, has delivered the requisite consents to elect three new independent directors to Zoran's Board of Directors in substitution for three of Zoran's current independent Board members.

"We welcome the new directors to the Zoran Board and look forward to working together on behalf of our stockholders," said Dr. Levy Gerzberg, president and chief executive officer of Zoran. "We would also like to thank our three departing board members for their many years of service and contribution to Zoran's success."

"We are pleased with the conclusion of the consent solicitation which will enable Zoran's executives to return all of their attention to running the business and serving Zoran's customers," said Jeffrey C. Smith, Ramius Partner Managing Director. "We look forward to working constructively with the Board and management."

As previously announced, Zoran has entered into a merger agreement under which Zoran will merge with CSR plc. Completion is expected in the second quarter of 2011 and is subject to the approval of CSR and Zoran stockholders, regulatory approvals and other customary closing conditions.

CSR to acquire Zoran

CSR PLC and Zoran Corporation NASDAQ: ZRAN) have entered into a merger agreement (the “Merger Agreement”) under which Zoran will merge with CSR (the “Merger”) for an equity value equivalent to approximately US$679 million* (the “Transaction Value”). Under the terms of the Merger Agreement, it is proposed that Zoran shareholders will receive 1.85 ordinary shares of CSR in the form of American Depositary Shares (each an “ADS”), , for each share of Zoran common stock held. In addition, CSR announces that it intends to return up to US$240 million to shareholders via an on-market share buyback programme (the “Share Buyback”).

CSR is a global leader in wireless connectivity and location. Zoran provides market-leading imaging and video technology for digital camera, home entertainment and multifunction printer products. In 2010, Zoran had total pro forma revenues of $441 million.

Strategic rationaleThe merged company will provide differentiated, integrated technology that addresses the rapidly growing market for connected, location-aware multimedia devices including handsets, digital cameras and home entertainment equipment. Combining the two highly complementary technology portfolios is designed to uniquely position the merged company to deliver advanced platforms to capture and stream media-rich content. This will strengthen the ability of the combined customer base to provide differentiated products to the end consumer.

Transaction overviewZoran shareholders will receive ADSs representing the equivalent of 1.85 ordinary shares of CSR for each share of Zoran common stock held, which, as at close on 18 February 2011 represents a value of US$13.03 per share of Zoran common stock or a total consideration of approximately US$679 million. In addition, CSR plans to buy back up to US$240 million of CSR’s ordinary shares during the next 12 months via an on-market buyback programme. The Share Buyback is intended to achieve an overall financial impact on CSR broadly equivalent to a transaction structured with approximately 65% stock and 35% cash. The Share Buyback, which will replace the US$50 million programme announced on 13 September 2010, of which approximately US$37 million has been expended, is expected to commence as soon as practicable following this announcement.

The other key aspects of the transaction are:

• The implied offer price represents a premium of approximately 39.9% to the closing price of each share of Zoran common stock of US$9.32 on 18 February 2011, the last Business Day before this announcement, and a premium of approximately 44.0% to the average closing price of shares of Zoran common stock over the past twelve months;
• Net of Zoran’s cash balance of US$261 million as at 31 December 2010, the Transaction Value implies an enterprise value of US$418 million;
• Following completion, Zoran shareholders will own approximately 35% of the enlarged CSR group on a fully diluted basis as of 18 February 2011; ordinary shares of CSR will be issued to Zoran shareholders through a new sponsored American Depositary Shares (“ADS”) programme and application will be made to have the ADSs admitted to trading on the NASDAQ Stock Market.

CSR’s Chairman, CEO and CFO will lead the merged company. Dr. Levy Gerzberg, Co-Founder, President, CEO and Director of Zoran will be joining the CSR board as a Non-Executive Director. Zoran will also propose one additional independent Non-Executive Director to join the CSR Board.

Completion is expected in the second quarter of 2011 and is subject to CSR and Zoran shareholders and regulatory approvals and other customary closing conditions.

Ramius presses forward to replace Zoran board

From an SEC 14A filing on January 21, 2011:

NEW YORK, Jan. 21, 2011 -- Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively, "Ramius"), today announced it has filed an investor presentation with the Securities and Exchange Commission ("SEC") in connection with its consent solicitation seeking to remove and replace six members of the Zoran Corporation (Nasdaq: ZRAN - News) Board of Directors with Ramius' highly qualified nominees.

In the investor presentation, Ramius makes a case that change on the Board of Directors is warranted given (a) long-term fundamental underperformance, (b) that Ramius' proposed plan to enhance value at Zoran is better than the Company's current plan, and (c) that the Ramius nominees are more qualified to oversee a successful turnaround of Zoran than the incumbent Board members.

Ramius is one of the largest shareholders of Zoran, beneficially owning approximately 9.3% of the shares outstanding. Holders of Zoran shares as of the close of business on January 7, 2011, the record date for the Consent Solicitation, are entitled to execute and deliver a WHITE consent card in support of Ramius' proposals.

The investor presentation is available at the SEC's website at http://www.sec.gov and will also be available at www.shareholdersforzoran.com .

Highlights of the presentation include:

· The current Board has overseen an extended period of underperformance.

· Zoran's stock price has underperformed peers materially over the last one-, three-, and five-year periods (underperformance versus the peer group of -76.8%, -69.4%, and -82.3% over the last one-, three-, and five-year periods, respectively)

· The current Board has overseen poor allocation of corporate resources marked by significant expenditures on R&D and acquisitions that have failed to produce shareholder value (over the past six years Zoran has spent $800 million on research and development and acquisitions yet, as of December 3, 2010, the Company had an enterprise value of merely $100 million)

· Zoran's strategy to create value for shareholders is highly questionable.

· Zoran's proposed solution to improve revenue in DTV by investing heavily in R&D to penetrate the tier-one market is a flawed strategy that may result in continued losses

· Zoran's plan to improve its DTV business with the acquisition of Microtune is a flawed business proposition

· Ramius' Nominees have a better plan to create value at Zoran by taking steps to greatly improve profitability.

· Explore strategic alternatives to maximize value for the DTV business and minimize future losses

· Refocus the Microtune segment on the highly profitable cable business and exit or reduce expenses in the underperforming DTV business

· Significantly reduce operating expenses to return the DVD segment to profitability

· Facilitate strengthening of Zoran's financial, segment, management and external reporting to provide more complete and relevant information to shareholders

· The current Zoran Board collectively has limited industry experience, minimal vested financial interest and an average Board tenure of 20 years.

· For the last three years, Zoran has ignored ISS' recommendation that Zoran seek new Board members.

· Ramius' nominees have strong relevant experience and are committed to representing the best interests of all Zoran stockholders.

If you have any questions, require assistance with submitting your WHITE consent card, or need additional copies of the proxy materials, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll-Free at: (877) 717-3898
Banks and Brokers Call Collect at: (212) 750-5833

ABOUT RAMIUS LLC

Ramius LLC is a registered investment advisor that manages assets in a variety of alternative investment strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg, Tokyo and Munich.

Zoran Corporation to Acquire Microtune, Inc.

SUNNYVALE, CA--(Marketwire - September 8, 2010) - Zoran Corporation (NASDAQ: ZRAN) today announced that it has entered into a definitive agreement to acquire Microtune®, Inc. (NASDAQ: TUNE). Under the agreement, Zoran will pay $2.92 in cash for each share of Microtune's common stock, resulting in a transaction price of approximately $166 million, or $84 million net of cash acquired. Both boards of directors have approved the transaction, which is expected to close after Microtune shareholder approval, regulatory clearance and satisfaction of customary conditions specified in the agreement. Zoran expects the acquisition to be accretive immediately following the close of the deal, which is expected to be in the fourth quarter of 2010.

Microtune, a pioneer in the development and deployment of silicon tuners for cable set-top-box ("STB"), broadband cable modem, DTV, and automotive entertainment markets, offers a product portfolio that is complementary and synergistic to Zoran's strategic objectives. With industry-leading customers, the combined company will benefit from technology integration and multiple cross-selling opportunities, creating a single point-of-service for customers.

Zoran is increasing its focus on the STB market as part of its strategy to become a complete provider of solutions for consumer home entertainment. Microtune's silicon tuners combined with Zoran's solutions are expected to provide customers a more complete solution from a single supplier and enable OEMs and ODMs to quickly scale cost-performance benefits, and reduce time-to-market for future generations of cable set-top-boxes. Cable operators continue to invest in new technologies, incorporating multi-tuner architectures and DOCSIS® technologies, to accommodate expanding functionality and increasing bandwidth requirements. With Microtune's silicon tuner and radio frequency ("RF") technologies, the combined company is expected to be well positioned to address the new industry challenges.

The acquisition will also strengthen Zoran's position in DTV as the market transitions from traditional can tuners to single-chip TV tuners during the next several years. Adoption of silicon tuners is expected to enable TV manufacturers to meet the growing demand for high-performance, smaller form factor and more cost-effective solutions. In addition, by combining the advanced demodulator technologies of both companies, Zoran's customers will be able to obtain fully-integrated receivers as multiple new standards for demodulation emerge in various worldwide geographies.

Zoran Corporation Settles Outstanding Litigation With DTS and Obtains Blu-ray License

SUNNYVALE, CA--(Marketwire - June 22, 2009) - 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 settled all outstanding litigation with DTS (NASDAQ: DTSI) and has obtained a license for all DTS related technologies required for Blu-ray products. Zoran expects to roll out its integrated single chip solution for Blu-ray products by the end of the year and to leverage its existing position in the DVD market to establish a leading position in the Blu-ray market. Zoran looks forward to working with DTS going forward.

Zoran 10K

Foundry and assembly: "Most of our devices are currently fabricated using standard complementary metal oxide semiconductor process technology with 0.08 micron (typo?) to 0.18 micron feature sizes........Our primary foundry is Taiwan Semiconductor Manufacturing Company, or TSMC, which has manufactured integrated circuits for us since 1987. TSMC and Tower Semiconductor Ltd. are currently manufacturing our DVD, DTV, imaging and mobile products. LSI Corporation is providing turn-key manufacturing for one high-end laser-printer product. Our independent foundries fabricate products for other companies and may also produce products of their own design. Most of our semiconductor products are currently being assembled by one of two independent contractors and tested by those contractors or other independent contractors. Our primary services company for assembly and testing is Advanced Semiconductor Engineering Inc."

Employees: "As of December 31, 2008, we had 1,411 employees, including 634 employees primarily involved in research and development activities, 616 in marketing and sales, 128 in finance, human resources, information systems, legal and administration, and 33 in manufacturing control and quality assurance. We had 488 employees based in Israel, primarily involved in engineering and research and development, 203 employees at our facility in Sunnyvale, California and 142 employees at our facility in Burlington Massachusetts. We have 327 employees in our China office."