EXHIBIT 99.1
News Release
Contact Information
Betty Watkins Liat Hod
Zoran Corporation Nogatech, Inc.
408-919-4273 408-562-6200
[email protected] [email protected]
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Kristyn Hutzell Kristy Needham
The Carson Group Alan Weinkrantz & Co.
415-617-2543 210-820-3070 x102
[email protected] [email protected]
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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.
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.
