CSR - Merger with Zoran Corporation

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Slaughter and May is advising CSR PLC ('CSR'), a global leader in wireless connectivity and location, on the proposed merger with Zoran Corporation ('Zoran') for an equity value equivalent to approximately US $679 million. Zoran provides market-leading imaging and video technology for digital camera, home entertainment and multifunction printer products.

Under the terms of the merger agreement, which was announced on 21 February 2011, it is proposed that Zoran shareholders will receive 1.85 ordinary shares of CSR in the form of American Depositary Shares, for each share of Zoran common stock held. It is intended that Zoran will become a wholly owned subsidiary of CSR.

CSR also intends to return up to US $240 million to shareholders via an on-market share buyback programme.

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.

We worked alongside Wilson Sonsini Goodrich and Rosati who advised on US law.

William Underhill (partner), Yvonne Lee (associate), Daniel Wayte (associate), Lucio Guttilla (associate), Julia Drisdell (associate); IP/IT: Rob Sumroy (partner), Charith Saranapala (associate); Tax: Tony Beare (partner), Max Mittasch (associate); Pensions: Roland Doughty (partner), Cesare De Falco (associate)