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Filed by: Zoran Corporation (Commission File No. 0-27246)
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Nogatech, Inc.
Commission File No. 000-30635
Zoran expects to file a Registration Statement on Form S-4 in connection with
the transactions, and both Zoran and Nogatech expect to mail a Proxy
Statement/Prospectus to their respective stockholders containing information
about the merger. WE URGE INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION CONCERNING ZORAN, NOGATECH, THE
MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO
OBTAIN FREE COPIES OF THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS THROUGH THE WEBSITE MAINTAINED BY THE SECURITIES AND
EXCHANGE COMMISSION AT www.sec.gov, AND FROM ZORAN AT THE CONTACT LISTED BELOW.
ZORAN AND ITS DIRECTORS AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE DEEMED,
UNDER SEC RULES, TO BE SOLICITING PROXIES FROM NOGATECH'S STOCKHOLDERS IN
FAVOR OF THE PROPOSED MERGER. INFORMATION REGARDING THE IDENTITY OF THESE
PERSONS, AND THEIR INTERESTS IN THE SOLICITATION, WILL BE SET FORTH IN A
SCHEDULE 14A TO BE FILED WITH THE SEC, AND AVAILABLE FREE OF CHARGE AT THE
SEC WEBSITE AND PUBLIC REFERENCE ROOMS, AND FROM THE ZORAN CONTACT NAMED
BELOW.
Betty Watkins Liat Hod
Zoran Corporation Nogatech, Inc.
408-919-4273 408-562-6200
[email protected] [email protected]
Kristyn Hutzell Kristy Needham
The Carson Group Alan Weinkrantz & Co.
415-617-2543 210-820-3070 x102
[email protected] [email protected]
ZORAN CORPORATION AND NOGATECH, INC. SIGN MERGER AGREEMENT
COMBINE VIDEO STREAMING PRODUCTS FOR DIGITAL VIDEO CAMERAS, VIDEO CAPTURE
DEVICES, PC-TELEVISIONS, AND MOBILE & INTERNET APPLIANCE MARKETS
Santa Clara, Calif. - August 24, 2000 - Zoran Corporation (Nasdaq: ZRAN), a
leading provider of digital solutions-on-a-chip for applications in the growing
multimedia and Internet consumer markets, and Nogatech, Inc. (Nasdaq: NGTC), a
manufacturer of IC compression chips that establish connections between video
devices and computers, announced today that they have signed a merger agreement.
Under the terms of the agreement, Nogatech stockholders will receive 0.166 of a
share of Zoran common stock for each outstanding share of Nogatech. Outstanding
options to purchase Nogatech common stock will be converted into Zoran options.
The transaction will be accounted for as a purchase and is intended to qualify
as a tax-free reorganization. The closing price of Zoran's common stock on
August 23, 2000 was $63 per share, giving the transaction an approximate value
of $170 million.
The transaction is expected to be completed in the fourth quarter of 2000 and is
subject to approval by the stockholders of Nogatech, compliance with the
notification and waiting period requirements of the Hart-Scott-Rodino Antitrust
Improvements Act, and other customary conditions.
Following the merger, Nogatech will operate as a subsidiary of Zoran. Dr. Arie
Heiman, Nogatech's President and Chief Executive Officer, will become a Senior
Vice President of Zoran.
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"This merger brings together the considerable expertise of two companies focused
on delivering high-quality digital video streaming technology for the growing
digital multimedia and mobile and Internet appliance markets," said Dr. Levy
Gerzberg, President and Chief Executive Officer of Zoran Corporation. "We
believe cross-leveraging the technologies of Nogatech and Zoran can provide more
complete product solutions for both product lines and a quicker time to market.
Zoran's expertise in digital camera technologies can immediately add value to
Nogatech products currently being developed to address that market. Zoran can
benefit from the connectivity expertise developed by Nogatech and use it in
products being designed for future mobile appliances. Combining our technologies
will also allow us to pass along to our original equipment customers the
benefits and cost savings inherent in integrating state-of-the-art technologies
for the converging digital television, PC, digital camera, mobile, and Internet
appliance markets."
"Unifying the efforts of Nogatech with an experienced company like Zoran makes
good business sense for Nogatech, especially since we have compatible
technologies, product roadmaps, and customers. Both companies can make immediate
contributions that enhance the product offerings of the other. Nogatech can
leverage the broad international distribution infrastructure already built and
operating for Zoran, streamline our operations, and enjoy economies of scale,"
said Dr. Arie Heiman, President and Chief Executive Officer of Nogatech, Inc.
"In addition, our combined development teams can focus on delivering newer
technologies, like MPEG-4, in superior products with a quicker time to market,
while eliminating substantial duplication of efforts."
ABOUT NOGATECH, INC.
Nogatech, Inc. provides chips that compress digital video images and establish
connections, or video connectivity, between video devices and computers, as well
as between video devices across a variety of networks. Nogatech's products
enable real-time transmission of video, audio and data signals into personal
computers and handheld personal computing devices known as personal digital
assistants. Nogatech also supports its customers by providing complete reference
design kits and software drivers. This includes multiple platform support for
PC, Windows CE, and Macintosh computer systems and applications. With
headquarters in Santa Clara, California, Nogatech also maintains a research and
development facility outside of Tel Aviv, Israel. Additional information is
available on the World Wide Web at www.nogatech.com.
ABOUT ZORAN CORPORATION
Zoran Corporation, based in Santa Clara, California, is a leading provider of
digital solutions-on-a-chip for applications in the growing multimedia and
Internet consumer markets. With almost two decades of expertise developing and
delivering digital compression technologies, Zoran has pioneered
high-performance processing into various audio, video, and imaging technologies.
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 is a leading supplier in the rapidly
expanding DVD and digital camera markets and in related applications of digital
audio and video. With headquarters in the U.S. and operations in Canada, China,
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Israel, Japan, and Taiwan, Zoran may be contacted on the World Wide Web at
www.zoran.com or at 408-919-4111.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that are based on current
expectations and assumptions which involve a number of uncertainties and risks
that could cause actual results to differ materially from those discussed in the
forward-looking statements, including risks associated with: the rapidly
evolving markets for Zoran's and Nogatech's products and uncertainties regarding
the development of those markets; potential problems or unanticipated costs
relating to the integration of Nogatech's technology, employees, and operations;
new product development and the ongoing introduction of new and enhanced
products by Zoran and Nogatech and their competitors; Zoran's reliance on
independent foundries and contractors; intensive competition in the markets in
which Zoran and Nogatech compete; Zoran's historic dependence on sales to a
limited number of large customers; the dependence on key personnel; and the
reliance on international sales and operations. For additional information
regarding these and other risks, reference is made to Zoran's Annual Report on
Form 10-K for the year ended December 31, 1999 and other reports and documents
filed with the Securities and Exchange Commission and to Nogatech's reports and
documents filed with the Securities and Exchange Commission.
ZORAN CORPORATION AND NOGATECH, INC. CONFERENCE CALL REPLAY INFORMATION
Santa Clara, Calif. - August 24, 2000 - Zoran Corporation (Nasdaq: ZRAN), and
Nogatech, Inc. (Nasdaq: NGTC), announced earlier today that they have signed
a merger agreement.
The companies regret that inadvertently the conference call information was
omitted from this morning's press release. To listen to a replay of the
conference call, please call 1-800-633-8284 and enter the Passcode: 16160825.
This replay will be available for one week.
Additionally, especially for callers from outside the United States, there is
an audio replay of the conference call available from the investor relations
section of the Zoran web site at www.zoran.com. This web cast replay will be
available for two weeks.
The companies regret any inconvenience this may have caused.
