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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 under 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 (408) 919-4116.
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 ZORAN AND THE TELEPHONE NUMBER
ABOVE.
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PowerPoint Presentation
Distributed by Email to Industry Analysts
and Members of the Technical Press
PHOTOGRAPH OF PHOTOGRAPH OF
DVD PLAYER DIGITAL CAMERA
Zoran Corporation & Nogatech Inc. To Merge
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ZORAN'S VISION
- Lead the integration of Multimedia and Internet Revolution
- Focus on DVD and Digital Camera markets
- Expand to other digital audio/video high-growth markets
- Leverage technology leadership
- Accelerate growth by mergers and acquisitions
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ZORAN TARGETS HIGH -GROWTH MARKETS
Focus Markets
PHOTOGRAPH OF PHOTOGRAPH OF Related Markets
DVD PLAYER DIGITAL CAMERA
PHOTOGRAPH PHOTOGRAPH OF
OF PC AUDIO SPEAKERS
DVD/SVCD Digital Cameras
PC Video Systems Digital Audio
ZORAN LOGO
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LEADING CUSTOMERS
TOSHIBA America SHARP AMOISONIC TCL
ALTEC LANSING SKYWORTH NINTAUS BOSTON
CAMBRIDGE
SOUNDWORKS
MARANTZ CREATIVE DOLBY
HITACHI DENON OUTLAW SONY
ELECTRONICS FOR
RICOH MINOLTA SAMSUNG IMAGING
PINNACLE
MATROX SYSTEMS HAUPPAUGE!
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NOGATECH
LOGO
NOGATECH, INC.
VIDEO CONNECTIVITY BETWEEN VIDEO DEVICES,
PCS, AND A VARIETY OF NETWORKS
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ABOUT NOGATECH
- Founded in 1993 in California
- Incorporated in Delaware in 1999
- Completed IPO on May 17, 2000
- Headquarters in Santa Clara, California
- Development facilities in Kfar Saba, Israel
- Expertise in video imaging connectivity for PCs
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NOGATECH'S STRENGTHS
- Leader in video compression
- Focused on high growth markets
- Developed strong OEM relationships
- Proven business model
- Successful management team
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NOGATECH ENABLES CONSUMER ELECTRONICS
PHOTOGRAPH PHOTOGRAPH OF PHOTOGRAPH OF PHOTOGRAPH OF
OF MONITOR VIDEO CAPTURE CAMCORDER LAPTOP WITH
DEVICE CAMERA
PC-TVs Video capture Camcorders Digital video PC
devices cameras
PHOTOGRAPH OF PHOTOGRAPH OF PHOTOGRAPH OF PORTABLE
MODEM SET TOP BOX INTERNET DEVICE
Cable Modems PC Set Top Boxes Mobile Internet
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GROWING ADOPTION OF MPEG-4
Digital Camcorders Mobile Phones (3G) Digital Cameras Video Streaming
SCREEN SHOT OF PHOTOGRAPH OF PHOTOGRAPH PHOTOGRAPH
STREAMING DIGITAL CAMERA OF MOBILE OF
VIDO PHONE CAMCORDER
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WORLDWIDE CUSTOMERS
SHARP PINNACLE SYSTEMS BELKIN
I-O DATA FUJITSU X10
HAUPPAUGE! CAMTEL
KENWOOD AME
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ZORAN + NOGATECH = SUCCESS
- Zoran successful PC Video & Digital Camera products
- Nogatech successful Video Connectivity products for PCs and Networks
- Together: One source, optimized performance, future integration, MPEG4 for
Digital Cameras, Televisions, PCs and Internet & Mobile Appliances
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