Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ZORAN CORP \DE\ | d8k.htm |
| EX-99.1 - TRANSCRIPT OF ZORAN CORPORATION INVESTOR CONFERENCE CALL - ZORAN CORP \DE\ | dex991.htm |
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
1
Employee Meeting
Microtune Acquisition
September 8, 2010
Exhibit 99.2 |
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
2
Forward-Looking Statements
This presentation includes forward-looking statements regarding the proposed
transaction between Zoran Corporation and Microtune, Inc., including without
limitation statements regarding Zoran’s expectations regarding the
transaction’s effects on its financial results, statements regarding the timing and likelihood of closing the
proposed transaction and statements regarding the benefits of the proposed
transaction. Many risks and uncertainties could cause actual results
or events to differ materially from those contained in these forward-looking
statements,
including
without
limitation
risks
and
uncertainties
associated
with:
the
possibility
that
the
closing
of
the transaction may be delayed or may not occur; difficulties with the integration
process or the realization of the anticipated benefits of the transaction;
general economic conditions affecting the consumer electronics industry; and
litigation or regulatory matters involving antitrust or other issues that could affect the closing of the transaction.
Please
refer
to
the
discussion
of
these
risks
and
uncertainties
under
the
caption
“Risk
Factors”
and
elsewhere
in
Forms 10-K, 10-Q and 8-K filed by Zoran Corporation and Microtune, Inc.
with the Securities and Exchange Commission for further information
regarding risks and uncertainties that could cause actual results or events to
differ materially from those contained in the forward-looking statements
included in this press release. Zoran and the Zoran logo are
trademarks or registered trademarks of Zoran Corporation and/or its subsidiaries in the United
States
and/or
other
countries.
All
other
brands
or
names
may
be
claimed
as
property
of
others. |
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Copyright
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2010
Zoran
Corporation
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Rights
Reserved
<Employee
Meeting>
–
Sept.
8,
2010
3
Additional Information
Additional Information and Where to Find It
Microtune is expected to file with the Securities and Exchange Commission (the “SEC”) a
proxy statement relating to the solicitation of proxies from Microtune’s stockholders in
connection with the proposed merger transaction, and may file other documents with the SEC
regarding the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION,
MICROTUNE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER TRANSACTION. Microtune’s stockholders will be able to obtain,
without charge, a copy of the proxy statement, as well as such other documents, at the SEC’s
website (http://www.sec.gov) once such documents are filed with the SEC. Microtune’s
stockholders will also be able to obtain, without charge, a copy of the proxy statement and
such other documents when they become available by directing a request by mail or telephone to
Microtune, Inc., 2201 10th Street, Plano, Texas 75074, Attention: Investor Relations
Department, (972) 673-1850. Participants in the Solicitation
Zoran and its directors and executive officers and other persons may be deemed to be participants
in the solicitation of proxies in respect of the proposed merger transaction. Information
regarding Zoran’s directors and officers is available in Zoran’s proxy statement for
its 2010 annual meeting of stockholders and Zoran’s 2009 Annual Report on Form 10-K,
which were filed with the SEC on April 29, 2010 and March 1, 2010, respectively. Additional
information regarding the interests of participants in the solicitation of proxies in
connection with the proposed merger transaction will be included in the proxy statement
expected to be filed by Microtune with the SEC. |
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Copyright
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2010
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Corporation
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<Employee
Meeting>
–
Sept.
8,
2010
4
What are we announcing?
Zoran to acquire Microtune, a leader in
Silicon Tuner and RF technology
Microtune products are used
in Digital Television and Set-top-Box |
 Merger creates a powerhouse technology company
with strong RF, analog and
digital engineering capabilities How We Fit Together?
Offers a broader product portfolio for our customers
Tuners, Demods and Back-End SoCs
New integration opportunities strengthen future products
Combined technical team of more than 1000 engineers
to innovate advanced technologies and solutions
The merger adds the next blocks in the system to
offer a complete end-to-end solution
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2010
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<Employee
Meeting>
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Sept.
8,
2010
5 |
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
6
CMOS Tuners
New Family
Demodulators
New MT886x
Broad range of market-proven products for TV and STB
Rich portfolio: Tuners, Demods, RF-to-Digital Converters
Specialized team experienced in RF and digital technologies
Strong base of industry-leading customers: ARRIS, ADB, Cisco, Motorola,
Panasonic, Samsung
Global
operations
and
infrastructure
-
about
270
worldwide
employees
Design centers in Dallas (HQ), Germany and Shanghai
Local customer support: US, Europe, China, Taiwan, Japan and Korea
Who Is Microtune?
Leading global supplier of RF Silicon Tuners
MicroDigitizers
New MT3511
MicroReceivers
New MT3141
RF-to-Baseband
Integrated Tuner +
Analog Demod
RF analog with
Analog-to-Digital
Converter
Tuners
16 Products
Highly integrated
all-digital tuners
for cable TV
CTTB-
complaint
solutions for China
DTV
Demodulators
2 Products
Digital
Demodulators
RF analog,
digital and
hybrid
Family of New Products
Current Portfolio |
 Target Applications
Broadcast Type
Cable
Transmission
Data/Voice
Cable Modems
Terrestrial (Off-Air)
Transmission
Cable Set-Top
Boxes
Digital TV
Automotive
In-Car TV
Car
Radio
Microtune Products
Tuners Transform RF Signals into Digital Video, Audio and Data
Tuners Control the Quality of the User Experience
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
7 |
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
8
Microtune Technology Deployed by Industry Leaders
Auto Radio & TV
Cable Modems & Set-Tops
DTV & Peripherals |
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Copyright
©
2010
Zoran
Corporation
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Rights
Reserved
<Employee
Meeting>
–
Sept.
8,
2010
9
Transaction Overview
Zoran to acquire Microtune for $166 million
$84 million, net of cash
Deal expected to close Q4’10
Microtune will become the Zoran Broadband Receiver
Business Unit
Operating under Zoran’s Home Entertainment Division
Responsible for development and marketing of Tuner and Receiver
products for Digital Television and Set-top-box
Strategic benefits
Competitive advantage with integrated Tuner, Demod and SoC
End-to-End solution, support and qualification service
Offer receivers and communication devices to address the emerging
home connected era |
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Copyright
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
10
General Timeline
Phase I -
Planning
Led by Integration Team
Planning all aspects of the new, combined company
Both companies continues business as usual
Phase II -
Integration
Starts immediately after deal closes
Gradually work as a single company
Goal to complete most integration tasks within 90 days
September
Q4 ‘10
Phase I
Phase II -
Integration |
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Copyright
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2010
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<Employee
Meeting>
–
Sept.
8,
2010
11
What happens prior to Close?
Series of calls and visits are planned to inform
customers, partners and suppliers on both sides
“Business as usual”
We expect minimal disruptions to our operations, customer’s
business and product flow
We will continue to execute on our business plan
Your action:
Continue to support customers and partners with the same high
levels of quality and commitment
Continue to deal with our long-term vendors as usual
|
 Zoran
Proprietary
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Copyright
©
2010
Zoran
Corporation
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Reserved
<Employee
Meeting>
–
Sept.
8,
2010
12
Zoran and Microtune to join forces to become a bigger and more
competitive player in the markets we serve
Deliver cutting-edge integrated systems for STB and DTV markets
Complementary customer bases enabling multiple cross-selling
opportunities
Full service -
One Stop Shop for our customers
Deliver flexible platform solutions for global markets
Exciting New Opportunities
Vision: To be the Recognized Leader
of SOC Solutions for Home Entertainment |