Filed by Nogatech, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12 of the
Securities Exchange Act of 1934
Commission File No: 000-30625
Subject Company: Nogatech, Inc.
On August 24, 2000, Nogatech, Inc. and Zoran Corporation issued the following
press release:
News Release
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.
"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
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, Israel, Japan,
and Taiwan, Zoran may be contacted on the World Wide Web at www.zoran.com
or at 408-919-4111.
On August 24, 2000 Nogatech, Inc. and Zoran Corporation issued the following
press release:
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.
On August 24, 2000, Nogatech, Inc. and Zoran Corporation hosted an investor
relations meeting at which the following transcript was released:
ZORAN CORPORATION
MODERATOR: KRISTYN HUTZELL
AUGUST 24, 2000
6:00 A.M. PT
Operator: Ladies and gentlemen, thank you for standing by.
Welcome to the Zoran Corporation and Nogatech Inc.
conference call. At this time, all participants are
in a listen-only mode, and later we will conduct a
question-and-answer session. At that time, if you
have a question, you will need to press the 1
followed by the 4. I would now like to turn the
conference over to Ms. Kristyn Hutzell of the Carson
Group. Please go ahead, ma'am.
Kristyn Hutzell: Thank you. Good morning, everyone, and thank you for
joining us today to discuss the merger of Nogatech
Inc. as a wholly-owned subsidiary of Zoran
Corporation as announced earlier this morning.
Joining us today from Zoran's management are Dr. Levy
Gerzberg, president and chief executive officer, Karl
Schneider, the company's chief financial officer, Dr.
Isaac Shenberg, senior vice president business &
strategic development, and Aharon Aharon, senior vice
president and chief operating officer. Joining us
from Nogatech's management team are Dr. Arie Heiman,
president and chief executive officer, and Nathan
Hod, chairman of the board.
Now, before we begin, I'd like to remind you that any
remarks that may be made about future expectations,
plans, or prospects for the company during this
conference call or that were made in our press
release constitute forward-looking statements for the
purposes of the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. The
company's actual results may differ materially from
those indicated by these forward-looking statements
as a result of various important factors including
those discussed in the company's annual report on
Form 10K for the fiscal year ended December, 1999,
its quarterly report on Form 10Q for the fiscal
quarter ended September 30, 1999, and other filings
that have been made with the SEC.
I'd now like to turn the call over to Dr. Levy
Gerzberg. Please go ahead, Levy.
Levy Gerzberg: Thank you, Kristyn. First, I want to thank everyone
for joining us this morning. We are very excited
about our announcement today, and I appreciate the
opportunity to discuss the merger and its strategic
importance to Zoran. I'm only going to take a few
minutes of your time this morning as this is meant
more as a forum to answer any questions you may have
regarding the transaction. So, after our remarks we
will open this call up directly for your questions.
We announced this morning that Zoran Corporation and
Nogatech, Inc. have agreed to enter into a strategic
combination and to combine their expertise to address
the need for video streaming products for digital
video cameras, video capture devices, PC-televisions,
and mobile and Internet appliance markets. As you are
all well aware, Zoran has been pursuing a strategy to
strengthen its position as a leading supplier of
digital solutions for multimedia and Internet
consumer market applications. We believe this merger
opportunity will help us make significant progress
towards achieving that goal more rapidly.
During the past year, Zoran has gained momentum in
both the DVD and Digital Camera markets, providing
IC's to major manufacturers around the world. Zoran
was able to attain this position by leveraging our
pioneering efforts in compression and desktop video
editing technologies. Today we see the trend toward
convergence of DVDs, televisions, set top boxes,
digital cameras, and other mobile and Internet
appliances as additional opportunities for Zoran's
video technologies and Nogatech's connectivity
expertise.
We have stated before our intention to expand into
other high growth digital audio and video markets.
You may recall that early in the first quarter we
announced our agreement with Infineon Technologies to
develop a highly integrated single- chip digital TV
decoder. That agreement was designed to address the
emerging DVD, digital TV, and set top box markets and
was aimed at broadening our market and improving our
ability to leverage our DVD technology.
The merger with Nogatech is in the same vein, in that
it is meant to broaden and expand our capabilities,
leverage our existing technologies, and broaden our
target markets. Nogatech's expertise in high quality
digital video streaming technology for the mobile and
Internet appliances market, including digital
televisions and PCs, and their development efforts
for MPEG-4 products, can help accelerate Zoran's
strategy to be a leader in the Multimedia and
Internet revolution.
Now for some background on Nogatech, I would like to
introduce Dr. Arie Heiman, President and Chief
Executive Officer of Nogatech, Inc.
Arie Heiman Thank you Levy.
Founded in 1993, Nogatech pretty quickly became a
leader in video compression and connectivity
technology. Over the past seven years, Nogatech has
developed a solid customer base including SHARP,
Fujitsu, Pinnacle, Kenwood, just to name a few.
Nogatech went public earlier this year and has been
working diligently in refining its expertise in video
imaging connectivity for PCs and networks.
I would like to reiterate Levy's comments, in that we
view this merger as an opportunity for both parties
to make significant leaps toward realizing our
product road maps and plans more rapidly. We believe
that our teams together can gain a more powerful
position in the video IC market than either company
could individually, especially when you consider the
impact of our combined R&D, marketing and sales
efforts. We believe this merger delivers strategic
benefits for our customers, our investors and our
employees.
The synergy between our two companies is strong and
we believe this will contribute to the success of
this merger. Both companies are adding significant
value to the union. Together we believe we can offer
better solutions than the competition.
We promised that our remarks would be short so that
there would be time to answer any questions you may
have. Now I will turn the call back to the Operator.
Q&A 8/24 CONFERENCE CALL
ZORAN
Mark Grossman
I wonder first if you could talk about the differences between MPEG2 and
MPEG4 and which market segments you would expect each to address. And then
the obvious question- are you going to give any guidance in terms of how
accretive or dilutive the acquisition will be.
Isaac Shenberg- MPEG2 is the technology that is used today in DVD and it is
the standard quality and resolution. MPEG4 will be the standard for the
future for various streaming applications, where more deep compression is
required, or when you want to collate multiple objects in the pictures.
Examples for applications for MPEG4 are digital still cameras, digital
camcorders, and mobile telephones.
Levy Gerzberg- As to the second part of the question, I'll ask Karl to
answer this, Karl.
Karl Schneider- Yes, Mark, we don't expect this transaction to close before
Q4, so we expect that it will be neutral on Zoran's operating results for
this quarter. For the year 2001, we expect his deal should be accretive.
Mark Grossman- Any sort of revenue guidance?
Karl- If you look at what the external expectations are for 2001, the
revenue number is somewhere in the 24 million dollar range.
Mark- Great, Thank you.
Question 2
Brian Alger, Pacific Growth
Brian - I'm just wondering on the competitive landscape. How does Nogatech
feel it's positioned; I know there's been a lot of development on the
MPEG4, and there's been a lot of posturing about the quality of some
people's compression. Maybe Zoran can comment on their thinking of other
technologies out there. There's probably 4 or 5 in the Valley alone. Why
did you choose Nogatech, and how is their solution different?
Levy- I will answer the first part, and then ask Aria to add to it. First
of all, in terms of our decision process and why we've chosen Nogatech.
Nogatech today has a number of existing technologies which are on the
market, in over 1 million devices already. Nogatech is probably the leader
in the area of capturing video from outside the PC into the PC. You might
recall, that Zoran was the pioneer in desktop video editing and capture
video, where our technology was used primarily inside the PC in editing
boards, with our JPEG plus chip. Nogatech has developed a very economical
and high technology which can also be scaled upward and is used in
peripheral devices to capture the video and TV programs and fit it into
your PC. The market expectations for this type of applications is that
growth in this market will be fairly high and we also see a trend for this
type of application that capture functions are being implemented outside
the PC especially with the low cost mobile PC. So Nogatech has a lot of
know-how in the area of capturing and streaming the video into the PC. In
the area of MPEG4 which is becoming a very exciting application like
Digital Camera and digital camcorders, and all kinds of internet mobile
appliances. There we were excited about the MPEG4 technology from Nogatech
which is in a very advanced stage of development because it's done in a way
that their core technology can be used in a variety of applications.
Combined with the Zoran expertise in these areas, we believe we will have
the superior technology. I will ask Aria Heiman to add to this as far as
the difference in the different MPEG technologies.
Aria- Let me explain the architecture first. I think we have a very unique
situation; we have a very scalable architecture that captures dif't
applications and changes very easy. This is number one. In addition to
that, as you know, MPEG4 is the standard, saying that, there is a lot of
freedom to do innovative compression techniques under the MPEG4 umbrella.
We've developed many technology processes that we believe will be superior
to our competitors. It means that our technology will be much better than
others. All of that we believe will lead us to be a very successful
position in the market.
Brian- Aria, can you give us a little sense as to the quality of this? How
do we measure your solution versus others?
Aria- It's very simple. Yes we are working in all of these ways, and in all
of these ways, we have the optimization to provide the best quality up to
this point. MPEG4 has some kind of the standard, and we believe our quality
is much better than the others.
Question 3
Lenny Bracken, Feirstein Capital
Lenny- Thanks. Can you be a little more specific as to the synergies of the
various products on the market. A little more specificity on that subject?
Levy- Yes, Lenny in terms of synergy related to the product. Today, Zoran
with the JPEG devices we have that was developed several years ago for
desktop video editing. Most of these devices are being used to inside the
PC to capture video and to do various quality video editing. The Nogatech
devices are lower-cost devices that are much more suitable for external
devices. There are many many types of products on the market from companies
like Pinnacle, Hotbug and other companies on the market that are selling
the Nogatech devices. These are very low cost. The limitation of the
Nogatech includes not only the compression itself, but also the USB
experience. Nogatech has a lot of experience in how the hardware and
software are related to the connectivity with the PC which has been a real
problem on the market. Belkin for example is another large customer of
Nogatech. They used to be in the cable industry, and they added a product
which looks almost like a cable; it's a little thicker in one area. This is
where the Nogatech chip is and basically just like connecting this cable
from Belkin, now you can capture video real-time programming and you can
see a window of the program while you are surfing the net. So you can surf
the net and watch football game at the same time. Now, so the ability for
this type of external devices is where Nogatech has technology that Zoran
did not have. And also in terms of the MPEG 4 technology, the stage of
development by Nogatech is more advanced than Zoran, and it's done in a way
that as we mentioned earlier that we can use the technology as a core, and
add to it some of Zoran's technology around it in silicon to many different
applications. So this will save us time to market and engineering effort
and enable us to get into all kinds of new digital camcorders and mobile
phones and digital cameras and other applications for digital streaming.
Question 4
Terry Eiseman, Tiedemann
Terry- I just wanted to understand how far away we are from a MPEG product.
How long will it take you to get the product out the door? As well as how
long were you in discussions regarding this. Also, is this a fixed ratio?
Is there any collar on the ratio?
Levy- Let me start w/ the last part of the question. It's a fixed ratio.
There's no collar or any other adjustments. Now in terms of our
relationship with Nogatech, we've known Nogatech for quite some time. First
as a potential partner, because we've seen them in the market. We did not
have discussions on the merger until very recently. The discussions have
been really short. We've seen Nogatech in the market honestly in some
accounts where we were selling JPEG devices, and our customers switched to
Nogatech because their solutions were more suitable for portable and
external devices. Actually we planned our original desktop video editing
technology to eventually phase out of the market. We planned that and we
discussed that in public because we didn't have the bandwidth to go the
next level there, except in our digital cameras which are also peripheral
devices. So seeing the increasing strength of Nogatech in the market, and
as a stand alone company in the market, and as a competitor, led us to this
discussion recently. In addition to the fact that we are developing strong
momentum in the digital camera market led us to the decision that we needed
to come out as soon as we can with an MPPEG 4 technology for new kinds of
cameras. With the combination of Nogatech, we are going to significantly
shorten the time to market and our camera technology will enable us to
introduce many new products. Now with the specific timing you asked about,
we expect the devices to be on the market during the second half of next
year. Nogatech has been developing relationships with customers that will
be ready to take these products when they are out. Following the
introduction of course, we are planning a whole roadmap that will be based
on that.
Terry- On the customer issue. Did you guys speak to their major customers?
Are there any overlaps? Are there any synergies there?
Levy- In terms of our customers and Nogatech's customers, it is very
interesting to see our corporate presentation and Nogatech's corporate
presentation. Some of the names are the same for the same products. We
believe these names will continue to be on our customer list for quite some
time. Some of the names that are common to both companies include,
Pinnacle, Sharp, Hotbug, and a few others. So there is an overlap and
Nogatech has a number of customers that we are not selling to today. Such
as IU Data, and Fujifilm, and Belkin and Kenwood to name a few.
Terry- So one would think that the customers will be very supportive of
this acquisition.
Levy - Oh we believe our customers will love it. Plus the new customers
that we have already. In addition, thanks tot he broad Zoran base, in
millions of living rooms all over we will be able to get the Nogatech
product current and future planned product into those accounts shortly. So
our sales and marketing folks will be extremely happy to add more products
to their portfolio. We believe we will sell more to our existing customer
base and expand the customer base.
Terry- Sure, and your due diligence is completed?
Levy- Oh yeah definitely. The reason why we were able to do this
acquisition relatively fast is because we are very familiar with this
market. Many of the customers as I mentioned are common customers to both
companies. It was very easy to get the real story from the market, and
because the geographical operations of our office in Israel, we are about
less than one hour drive from each other there and the development centers.
Also since Nogatech is a public company, a lot of information is available
and it made the process very efficient.
Terry- Thank you.
Question 5
Scott Randall, Wit Soundview
Scott- Good morning. Levy can you discuss some of the market opportunities
Nogatech positions you for.
Levy- First of all we are excited because Nogatech is a real company and is
selling already. We aren't talking about future potential. We are talking
about real sales, and real customers in the Nogatech solution. So we are
excited about that as a starting condition. And of course, the MPEG4
technology and the beauty of it and in terms of the scalability and ability
to expand it in many many applications; we are very excited about that. And
the synergy with our COACH device, the camera on a chip device, is another
outstanding possibility. As you may know, we have been aiming at the high
quality cameras. We announces recently several new cameras that we are in
with our COACH device. These are cameras with high resolution; more than
one megapixel. And about the current technology will enable us to capture
another market segment which is the lower cost camera segment, which we
have not been aiming at so far. Plus will enable us to augment the COACH
family capabilities with the MPEG4. As to the size of the opportunity, in
the camera market the market we've been aiming so far is about a 5 million
unit opportunity, going to 8 or more million units this year for the high
quality cameras, and growing in a couple of years to over 20 million
cameras. The opportunity there is already big and it is going to be
expanded and increased significantly because we will also address the lower
end market with this technology. Especially with the synergy of our sensor
technology. If you recall, we acquired a CMOS sensor company a couple
months ago, PixelCam, and their sensor technology is excellent for the
higher quality cameras, and of course for the lower cost cameras. With the
addition of the Nogatech technology, we believe we will find ourselves in
many devices for video conferencing, for mobile telephony, for all kinds of
mobile peripherals. As to the other market, the PC PV market, I'll ask
Isaac Shenberg to talk about the opportunity for the market size there.
Isaac.
Isaac- For the other market that will be open for the technology is the PC
PV market that will be about 4 million units, and we are talking here
analog. The digital TV market may also start growing next year, and this
opens up a whole new set of capabilities. And there was recently an
announcement of Nogatech regarding this. Another market opportunity that we
could not find estimates to, but that may potentially become huge has to do
with the Microsoft Windows Millennium. The Nogatech products are really the
perfect solution for the Windows product capability, and one of Nogatech's
customers was mentioned in the Microsoft press release on the Windows
Millenium that just hit the wire. So if this product will become even a
small percentage of the sales of the Windows Millennium, it may represent a
very big upside to what Nogatech has. The low cost segment of the digital
camera market represents market segment of I would say 5 million units
today and growing over the next year to parallel the number of units Levy
mentioned for the high capability cameras. Other applications for other
MPEG4 are the digital camcorders which are supposed to replace the analog
camcorders even though it is about 4 or 5 years ahead of time. This market
segment today is around 10 million units per year, and that is MPEG
technology. The biggest opportunity is the third generation of mobile
phones, which market opportunity is really huge.
Scott- On Nogatech's current product lines. Is there a broadening to what
Zoran may do as well, or will Nogatech revert to being mainly a chip
company like Zoran?
Levy--Nogatech and Zoran are primarily solution on a chip companies and
this is our main business. We are planning to fully support the existing
Nogatech customer base and we have been designing reference designs for
many years. This is what helped us in the DVD market, including in China
and Japan. Because of the system expertise that we have and the ability to
help out customers to basically productize our systems designs and take it
to the market really fast. Nogatech has some system level product, that are
very small systems and we will continue to support it. Our plan is not to
become a system company by selling many many boxes, but basically to
provide reference designs and if we have complete designs for customers, we
will provide them on an OEM basis. I'll ask Aria to add to this.
Aria- Nogatech is not selling today a product to the end users. There are
some customers that would like to have end solutions to time to market help
from us. We have tiny quantities under their name, but we do not have our
brand name on the market. Basically Nogatech will continue to focus on the
chips because this is our strength and here we have the best margins.
Scott- Karl, if you look at operating expenses from a margin model
perspective, is Nogatech above or below or equal tot he net margin
contribution to Zoran?
Karl- Actually from a product margin perspective, Nogatech is very similar
to Zoran. If you look at the models their analysts have been talking about
in their reports and models. So we think they will fit in quite nicely.
Question 6
Tim Miller- CE Unterberg Towbin
Tim- How far away from a MPEG 4 product were you before this? How far along
were you in your development?
Levy- We were at relatively early stage, it was more in architectural
level. It was to develop audio visual cores. So the relationship with
Nogatech, and the combination of the two companies is happening at an
excellent time for us. Because we are at the stage where we can optimize
the various MPEG 4 devices that we want to get into using the Nogatech MPEG
4 core. So we were at an early stage which the combination is moving way
ahead to a point where the design is very close to completion.
Tim- Great Thank you
Question 7
John DeMassey - Sticksteen and Co.
John- Just in terms of stock price of Zoran moving up or down, is there any
price where a walk away may be triggered?
Levy- No there is no such clause.
John- So the deal will move forward as long as the vote is obtained.
Levy- That is correct. We are very excited about this deal. In terms of the
synergies of the companies and technologies it is excellent and we
mentioned din the press release that most of the Nogatech team is in the
center of the county. So having two design centers in Israel will make it
easier for Zoran to recruit new employees and give us a significant
advantage from that point of view. Also our teams are very complementary.
We see very little overlap, and both teams will be enhanced. We are working
now to combine the two teams in an effective manner, and Aharon Aharon is
working now on putting the two teams together.
FORWARD-LOOKING STATEMENTS
These materials contain 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.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction
referenced in the foregoing information, when it becomes available, because
it will contain important information. Such proxy statement/prospectus will
be filed with the Securities and Exchange Commission by Nogatech, Inc.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other related documents filed by
Nogatech, Inc. and Zoran Corporation at the Commissions website at
www.sec.gov. The proxy statement/prospectus and the other documents may
also be obtained from Nogatech, Inc. by contacting Nogatech, Inc., Attn:
Liat Hod, 5201 Great American Parkway, Santa Clara, CA 95054, and/or Zoran
Corporation by contacting Zoran Corporation, Attn: Betty Watkins, 3112
Scott Boulevard, Santa Clara, CA 95054.
Nogatech, Inc., its directors, executive officers and certain other members
of Nogatech, Inc. management and employees may be soliciting proxies from
Nogatech, Inc. stockholders in favor of the merger. Information concerning
the participants will be set forth in the proxy statement/prospectus when
it is filed with the Securities and Exchange Commission.
# # #
Contact Information:
Betty Watkins Liat Hod
Zoran Corporation Nogatech, Inc.
408-919-4273 408-562-6200
bettyw@ zoran.com [email protected]
* * * *
