London, 21 February 2011 - CSR PLC (“CSR”: LSE: CSR.L or the “Company”) and Zoran Corporation (“Zoran”: 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 onmarket 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**.
The 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.
The merger is designed to:
• Strengthen CSR’s core business by adding imaging and video capabilities within its existing end markets;
• Create new growth opportunities within global consumer markets such as internet enabled, location-aware digital cameras and the next generation of home entertainment products and peripherals;
• Provide a step change in CSR’s total scale and addressable market, creating a top 10 fabless semiconductor company; and
• Accelerate CSR’s strategic shift into higher margin platforms and integrated solutions.
Commenting on the Merger, Joep van Beurden, CEO of CSR, said:
“This is an exciting transaction on both a strategic and financial level. Digital electronic devices are becoming increasingly connected and full of media-rich features, including the ability to stream images from your camera to your PC or video conferencing from your Smartphone. Zoran’s market leading imaging and video capabilities, combined with our own connectivity and location capabilities, make this a great opportunity for us. The same is true in the home entertainment space where wireless connectivity is increasingly being adopted in a range of consumer devices such as digital TVs – Zoran’s image technology combined with our connectivity skills will provide a differentiated proposition which will be appealing for our customers.
“We expect the merger to enhance the merged company’s financial strength and to create new and wider revenue opportunities that neither party could pursue on its own. Combined with the Share Buyback we expect the transaction to be strongly double digit accretive in 2012.”
Dr. Levy Gerzberg, Co-Founder, President, CEO and Director of Zoran, added:
"With this transaction, we can leverage the world class technology, talent and resources of two great companies and create compelling opportunities for our customers, employees and consumers. As a pioneer in digital video and still imaging, Zoran has an extensive portfolio of proprietary technologies that is highly complementary to CSR’s existing capabilities. Consumers are increasingly demanding connectivity in virtually all areas of their lives, and the combined company will be uniquely positioned to meet that demand by offering Zoran's innovative solutions together with CSR’s connectivity and location technology."
About CSR
CSR, based in Cambridge, England, is a leading global provider of personal wireless technology and its product portfolio covers Bluetooth, GPS, FM and Wi-Fi. CSR offers developed hardware/software solutions based around its silicon platforms that incorporate fully integrated radio, baseband and microcontroller elements. CSR’s customers include industry leaders in consumer electronics, mobile handsets and automotive. CSR is headquartered in Cambridge, UK and has offices in Europe, Asia and North America. As at 1 February 2011, it employed approximately 1,500 people and in the year to 31 December 2010 generated gross profits of US$376.6 million on revenues of US$800.6 million.
About Zoran
Zoran Corporation 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, silicon tuners and receivers, DVD, digital camera, and multifunction printer products have received recognition for excellence and are now in hundreds of millions of homes and offices worldwide. Zoran is headquartered in Sunnyvale, California with operations in Europe, Asia and Israel. As of 1 February 2011, it employed approximately 1,550 people and in the year to 31 December 2010 generated gross profits of US$186.1 million on revenues of US$357.3 million (As reported, pro forma for the acquisition of Microtune on 30 November 2010).
"Forward-Looking" and "Safe-Harbor" Statements are omitted