Robbins Umeda LLP Is Investigating Zoran Corporation Acquisition for Shareholders
Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Zoran Corporation (NASDAQ: ZRAN) in connection with their efforts to sell Zoran to CSR PLC (OTC: CSR.L).
On February 21, 2011, Zoran and CSR announced a merger agreement under which CSR will acquire Zoran in a stock-for-stock merger transaction valued at approximately $679 million. If the deal closes, Zoran shareholders will receive 1.85 shares of CSR for each outstanding share of Zoran common stock, representing an approximate value of $13.03 per share. The transaction is expected to close by the end of the second quarter of 2011.
The investigation seeks to determine whether Zoran’s board of directors undertook a fair process to obtain maximum value for its shareholders, especially in light of Zoran’s stronger than expected performance in the fourth quarter 2010. On February 3, 2011, Zoran reported revenues of $74.2 million compared to consensus Wall Street expectations of $69.2 million. Furthermore, upon closing, Levy Gerzberg, Co-Founder and Chief Executive Officer of Zoran, will join CSR’s board of directors. Additionally, Zoran must pay CSR a minimum $12.2 million termination fee if Zoran accepts a superior offer to the CSR offer.