After 28 years as an independent developer of processors for the digital entertainment industry, Zoran Corp. (Nasdaq: ZRAN) will become a part of Britain's CSR plc (LSE: CSR). Yesterday, Zoran's shareholders approved the merger.
Zoran shareholders will receive 0.589 CSR shares and $6.26 in cash for each Zoran share. At CSR's closing price of ₤2.20 yesterday, the deal is worth $8.39 per Zoran share, a 3.4% premium on yesterday's closing price of $8.11, giving Zoran a valuation of $405 million. CSR's share price rose 1.5% by midday in London to ₤2.23, giving it a market cap of ₤375 million.
The approval of the merger was not a formality. Two institutional investors, which between them owned 13.4% of Zoran, opposed the deal, as did one of two independent consultancy firms. Zoran was nevertheless able to obtain shareholder approval of the deal.
The Zoran-CSR merger will be closed today, and Zoran will be delisted, while CSR will become dual-listed on London and Nasdaq, where it will be traded under the ticker CSRE.
Zoran founder and CEO Dr. Levy Gerzberg will become a director of CSR following the merger. CSR's headquarters will remain in the UK, and it will have 3,000 employees worldwide. Zoran is headquartered in Sunnyvale, California, and has a development center in Haifa, which will remain in operation.
Zoran develops processors for digital entertainment solutions, digital cameras, and printers. CSR develops solutions for wireless communications.
CSR CEO Joep van Beurden said, "The merger with Zoran is a further important step in CSR's strategic development. We are excited about the innovative new opportunities open to the combined company in the growing area of wireless connectivity, location-aware products, imaging and video, and audio technology."
Gerzberg said that the merged company could enter new markets by combining CSR communications solutions with Zoran's products.
Zoran and CSR announced the merger in February. Four months later, the value of Zoran in the deal was cut by 29% and the cash component was increased. Zoran has undergone restructuring in recent years, due to losses, and an institutional investor launched a coup on the company's board, ousting several directors.
Published by Globes [online], Israel business news - www.globes-online.com - on August 31, 2011
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