425 1 d425.htm FILED PURSUANT TO RULE 425 Filed Pursuant to Rule 425
Filed by Zoran Corporation 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: Zoran Corporation
Commission File No.:
000-27246
Date: February 21, 2010

Investor presentation
CSR Merger with Zoran
February 21, 2011

Agenda
Transaction introduction
Joep van Beurden, CSR CEO
Introduction to Zoran
Levy Gerzberg, Zoran CEO
Strategic rationale
Joep van Beurden
Financial impact
Will Gardiner, CSR CFO
Summary and Q&A
Joep van Beurden
Page 3

Safe Harbour
Page 4
This presentation is not a prospectus.  It does not constitute or form part of an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed merger announced by CSR plc
(“CSR”) on 21 February 2011 (the “Merger”)  or otherwise.  Any acceptance or response to the Merger should be made only on the basis of the information referred to, in respect of shareholders
of CSR, in the circular and the UK prospectus or, in respect of shareholders of Zoran Corporation (“Zoran”), the proxy statement and US prospectus (the “Proxy Statement/Prospectus”) which
will form part of the registration statement to be filed in connection with the Merger in due course.
This communication may be deemed to be solicitation material in respect of the proposed Merger involving CSR and Zoran. In connection with the proposed Merger, CSR intends to file with the US Securities
and Exchange Commission (the “SEC”) a registration statement on Form F-4 containing the Proxy Statement/Prospectus for the stockholders of Zoran and each of CSR and Zoran plan to file other documents
with the SEC regarding the proposed merger. The definitive proxy statement/prospectus will be mailed to shareholders of Zoran.  Shareholders of CSR and Zoran are advised to read carefully the formal
documentation in relation to the Merger once it has been despatched.  The proposals for the Merger will, in respect of shareholders of CSR, be made solely through the circular and the UK prospectus, and, in
respect of shareholders of Zoran, be made solely through the Proxy Statement/Prospectus.  Both the circular and the Proxy Statement/Prospectus will contain the full terms and conditions of the way in which
the Merger will be implemented, including details of how to vote with respect to the implementation of the Merger.  Any acceptance or other response to the proposals should be made only on the basis of the
information in respect of shareholders of CSR, in the circular and the UK prospectus, or, in respect of shareholders of Zoran, in the Proxy Statement/Prospectus.
BEFORE MAKING AN INVESTMENT OR VOTING DECISION, WE URGE INVESTORS OF CSR AND ZORAN TO READ CAREFULLY THE CIRCULAR, UK PROSPECTUS, PROXY STATEMENT AND F-4
REGISTRATION STATEMENT AND US PROSPECTUS (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ZORAN OR CSR WILL FILE WITH THE UKLA
OR SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 
Forward-looking statements
This presentation contains, or may contain, ‘forward-looking statements’ concerning CSR and Zoran (together such companies and their subsidiaries being the “Merged Company”) that are subject to risks and
uncertainties. Generally, the words ‘will’, ‘may’, ‘should’, ‘continue’, ‘believes’, ‘targets’, ‘plans’, ‘expects’, ‘estimates’, ‘aims’, ‘intends’, ‘anticipates’ or similar expressions or negatives thereof identify forward-
looking statements.  Forward-looking statements include statements relating to the following: (i) the expected benefits of the Merger, the expected accretive effect of the Merger on the Merged Company’s
financial results, expected cost, revenue, technology and other synergies, the expected impact for customers and end-users,  future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, financial condition, losses and future prospects; (ii) business and management strategies and the expansion and growth of CSR’s or Zoran’s operations and potential synergies resulting from the
Merger; (iii) the effects of government regulation on CSR’s, Zoran’s or the Merged Company’s business; and (iv) the proposed share buyback and (v) the anticipated timing of shareholder meetings and
completion. 
These forward-looking statements are based upon the current beliefs and expectations of the management of CSR and involve risks and uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements.  Many of these risks and uncertainties relate to factors that are beyond CSR’s and Zoran’s ability to control or estimate precisely and include, without
limitation: the ability to obtain governmental approvals of the Merger or to satisfy other conditions to the Merger on the proposed terms and timeframe; the possibility that the Merger does not close when
expected or at all, or that the companies may be required to modify aspects of the Merger to achieve regulatory approval; the ability to realize the expected synergies from the Merger in the amounts or in the
timeframe anticipated; the potential harm to customer, supplier, employee and other relationships caused by the announcement or closing of the Merger; the ability to integrate Zoran's businesses into those of
CSR's in a timely and cost-efficient manner; the development of the markets for Zoran's and CSR's products; the Merged Company’s ability to develop and market products containing the respective
technologies of Zoran and CSR in a timely and cost-effective manner; economic conditions and the difficulty in predicting sales, even in the short-term; factors affecting the quarterly results of CSR, Zoran and
the Merged Company; sales cycles; price reductions; dependence on and qualification of foundries to manufacture the products of CSR, Zoran and the Merged Company; production capacity; the ability to
adequately forecast demand; customer relationships; the ability of CSR, Zoran and the Merged Company to compete successfully; product warranties; the impact of legal proceedings; the impact of intellectual
property indemnification practices; and other risks and uncertainties, including those detailed from time to time in CSR’s and Zoran’s periodic reports (whether under the caption Risk Factors or Forward Looking
Statements or elsewhere). Neither CSR nor Zoran can give any assurance that such forward-looking statements will prove to have been correct.  The reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this presentation. Neither CSR nor Zoran nor any other person undertakes any obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required. 
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of CSR, Zoran, or the Merged Company, following the implementation of the Merger or
otherwise.  No statement in this presentation should be interpreted to mean that the earnings per share, profits, margins or cash flows of CSR for the current or future financial years would necessarily match or
exceed the historical published figures.
Overseas jurisdictions
The release, publication or distribution of this presentation in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this
presentation comes should inform themselves about and observe any such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Important Information and Where to Find It
Page 5
In connection with the proposed transaction, CSR will file with the SEC a Registration Statement on Form F-4,
which will contain  a Proxy Statement for the Zoran stockholder meeting to adopt the merger agreement (the
“Proxy Statement and F-4 Registration Statement”). In connection with the consent solicitation by Ramius, Zoran
has filed with the SEC a final consent revocation statement (the “Consent Revocation Statement”). WE URGE
INVESTORS TO READ PROXY STATEMENT AND F-4 REGISTRATION STATEMENT AND THE CONSENT
REVOCATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT ZORAN OR CSR FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies
of the Proxy Statement and F-4 Registration Statement, the Consent Revocation Statement and any other
documents filed by Zoran with the SEC in connection with the proposed transaction at the SEC’s website at
http://www.sec.gov, at Zoran’s website at www.Zoran.com. 
Important Additional Information
Zoran and its directors and certain executive officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the approval of the proposed transaction and/or in connection with
the consent solicitation by Ramius. CSR plans to file the Proxy Statement and F-4 Registration Statement with
the SEC in connection with the solicitation of proxies to approve the proposed transaction.   In addition, in
connection with the consent solicitation by Ramius, Zoran has filed with the SEC the final Consent Revocation
Statement.  Information regarding the names of Zoran’s directors and executive officers and their respective
interests in Zoran by security holdings or otherwise is set forth in Zoran’s proxy statement relating to the 2010
annual meeting of stockholders, which may be obtained free of charge at the SEC’s website at
http://www.sec.gov and Zoran’s website at www.Zoran.com. Additional information regarding the interests of
such potential participants are or will be included in the Proxy Statement and F-4 Registration Statement, the
Consent Revocation Statement and other relevant documents to be filed with the SEC in connection with the
solicitation of proxies to approve the proposed transaction and to elect directors.

Agenda
Transaction introduction
Joep van Beurden, CSR CEO
Introduction to Zoran
Levy Gerzberg, Zoran CEO
Strategic rationale
Joep van Beurden
Financial impact
Will Gardiner, CSR CFO
Summary and Q&A
Joep van Beurden
Page 6

Transaction highlights
Strengthens CSR’s core business by adding world-class imaging and
video capabilities
Unlocks multiple new growth opportunities within global consumer
markets
Provides a step change in CSR’s total scale and addressable market
Financially compelling; projecting:
–
Strong double-digit accretion to expected FY2012 EPS
–
Cost synergies of US$50 million annualised run rate by end 2011
Page 7
Note: This statement does not constitute a profit forecast and should not be interpreted to mean that earnings of CSR in the first full year following the Merger, nor in
any subsequent period,  will necessarily  match or be greater than those for any preceding financial year.

Transaction overview
Zoran to merge into CSR
–
Implied
offer
price
for
Zoran
of
US$13.03
1
per share, 100% stock consideration
–
Zoran shareholders will receive an equivalent of 1.85 CSR ordinary shares in the
form
of
American
Depositary
Receipts
(“ADRs”)
for
each
ordinary
Zoran
share
–
Pro forma ownership of 65/35% for CSR/Zoran shareholders
–
Equity
value
of
US$679
1
million
and
enterprise
value
of
US$419
1
million
–
Buyback to return up to US$240 million to create equivalent financial impact on
enlarged company as 35% cash consideration
No change to CSR’s Chairman, CEO or CFO
Dr. Levy Gerzberg, Founder, President and CEO of Zoran, to join the CSR
Board
Zoran to propose one other Independent Non Executive Director to
the CSR
board
Completion is expected late in the second quarter of 2011
Page 8
1
Based on the Closing Price of 434p per CSR Share and a USD/GBP exchange rate of 1.6234 on 18 February 2010 and assuming the exercise of in the money options according to
the treasury method.

Agenda
Transaction introduction
Joep van Beurden, CSR CEO
Introduction to Zoran
Levy Gerzberg, Zoran CEO
Strategic rationale
Joep van Beurden
Financial impact
Will Gardiner, CSR CFO
Summary and Q&A
Joep van Beurden
Page 9

Overview of Zoran
Zoran is a global leader in video and
imaging technology for DSC, DVC, printing
and DTV
Headquartered in Sunnyvale, California with
~1,500 employees
2010
pro
forma
revenue
of
US$441
million
1
52.1% gross margin
Strong cash position of US$261
million as at 31 December 2010
Key differentiated technologies include:
First class image capture technology
Video up-scale including  Frame Rate
Conversion
2D-3D conversion
Silicon tuner; recent Microtune M&A
Mobile printing
1
Pro forma (unaudited) for the acquisition of Microtune,
assumes full year 2010 Microtune revenues
Business overview
End products
Selected customers
Page 10

Agenda
Transaction introduction
Joep van Beurden, CSR CEO
Introduction to Zoran
Levy Gerzberg, Zoran CEO
Strategic rationale
Joep van Beurden
Financial impact
Will Gardiner, CSR CFO
Summary and Q&A
Joep van Beurden
Page 11

Page 12
Creating integrated platforms for next
generation multimedia devices
Capabilities
Bluetooth/LE
GPS
Wi-Fi
Audio
Markets
Handsets
Gaming & Headsets
Automotive
Capabilities
Digital imaging 
Video processing
Printing
Markets
Digital Cameras
Printers
Home Entertainment
Combining connectivity and imaging

The “4 screens”
Gaming
STB
Blu Ray
Home theatre
Speakers
Audio
Mouse
Keyboard
Storage
Headset
PVR
Remote
DVD
Navigation
Home
Office
Personal
Car
eBook
MID
PND
PMP
Netbook
DSC
Camcorder
Sensors
Back seat display
Rear camera
Photo frame
Access point
Tablet
Page 13
Zoran’s
image
and
video
capture
and
display
technology
complements
CSR’s
connectivity
and
location
products
Laptop
In -Dash
Display
TV
Mobile

Image & video complements connectivity & location-aware products
Page 14
Home
Personal
Office
The “4 Screens”
Car

Connected cameras are an
exciting near-term reality…
GPS
Location and
connectivity, combined
with image processing,
drives content demand
CSR’s indoor location
technology takes
geotagging indoors
Zoran is the market
leader in camera chips
Unique offering:
combination of image
processing, location and
connectivity
50% CAGR in BT/GPS/Wi-Fi
through 2014
Connectivity drives demand
Page 15

Page 16
…
and so are solutions for the connected living room  
Exciting potential for combined product solutions

Zoran technology significantly expands current and future opportunities
Page 17
Linking mobile and
home screens
Enhancing mobile
video calling

0
2
4
6
8
10
12
14
2010
2014
0
2
4
6
2010
2014
0
2
4
6
8
10
2010
2014
Meaningful expansion of our addressable market
$8.7
$4.6
Source: CSR and Zoran projections
Page 18
$13.1
$6.9
+17% CAGR
+17% CAGR
$2.3
$4.4
+18% CAGR
CSR
Zoran
Combined
Current addressable market ($ billion)

0
200
400
600
800
1000
1200
1400
CSR
CSR + Zoran
Tangible benefits of scale
Page 19
Merger with Zoran significantly
diversifies revenue streams
across key product divisions
Source: CSR, Zoran and Microtune
Pro Forma revenue Dec 2010 (US$m)
$1,242m
$800m
¹
Source: IC insights 2009
Combination
creates
a
top
10
fabless
semiconductor
company
1
Numerous benefits of scale
Increased purchasing power
Broader addressable market
opportunity
Broader portfolio of customers

Product segments
Market position
#1
#2
Wireless headsets
Camera system chips
Camera / GPS
Automotive Bluetooth / GPS
Bluetooth Gaming
Enterprise (Merchant) Printer Software
Handset Bluetooth
80% of the merged 2010 pro forma revenue from market-leading positions
Page 20
1
Overall market positions estimated from individual technology market positions in the segments
1

Source: Company reports, company information, Pie segments are indicative
Ongoing diversification of CSR’s revenue base by technology
Page 21
2008
2010 PF + Zoran
2010
US$695m
US$801m
US$1,242m
Connectivity
Location
Imaging and video

Agenda
Transaction introduction
Joep van Beurden, CSR CEO
Introduction to Zoran
Levy Gerzberg, Zoran CEO
Strategic rationale
Joep van Beurden
Financial impact
Will Gardiner, CSR CFO
Summary and Q&A
Joep van Beurden
Page 22

This transaction is financially compelling for our shareholders
Significantly earnings enhancing
Projecting strong double digit accretion in 2012 after taking account ongoing cost
reductions at Zoran, projected US$50 million of synergies from the combined
company²
and US$240 million share buyback
Enhances our growth profile
The addressable markets for the combined company projected to grow at 17% per
year
Enhances our gross margin profile
Zoran
had
pro
forma
gross
margins
of
52.1%
1
in
2010
Increases our scale, with pro forma revenue of US$1,242 million¹
Increases our diversification across technologies and market segments
Maintains
our
strong
balance
sheet,
with
cash
of
US$461
million
³
,
and
no
debt
Page 23
1
Pro forma for one full year of Microtune
² This statement does not constitute a profit forecast and should not be interpreted to mean that earnings of CSR in the first full year following the Merger, nor in any 
subsequent period, will necessarily match or be greater than those for any preceding financial year
³ Aggregate cash balances at December 2010, post US$240 million buyback and pre transaction costs

Zoran has strong gross margins
47.8%
48.4%
52.1%
47.7%
49.3%
45%
47%
49%
51%
53%
55%
2008
2009
2010PF inc
Microtune
CSR
2010PF for
CSR
G
r
o
s
s
m
a
r
g
i
n
(
%
)
Page 24
1
Source: CSR and Zoran annual reports
1
Pro forma for one full year of Microtune

The merger significantly diversifies revenue by division
Page 25
Source: CSR Audited results, Zoran unaudited full year results and Microtune management information
1
Pro forma including Zoran and one full year of Microtune
Audio and consumer
Auto and PND
Handset
Home Entertainment
Mobile
Imaging
US$801 million
US$1,242 million¹
CSR 2010 revenue mix
pro forma for Zoran¹
CSR 2010 revenue mix

Agenda
Transaction introduction
Joep van Beurden, CSR CEO
Introduction to Zoran
Levy Gerzberg, Zoran CEO
Strategic rationale
Joep van Beurden
Financial impact
Will Gardiner, CSR CFO
Summary and Q&A
Joep van Beurden
Page 26

Summary
We remain focussed on:
–
Catalysts for growth
–
Execution excellence
Summary of our transaction:
–
A compelling strategic and financial transaction
–
Unlock significant value for all stake-holders
through merging technology
–
Strongly positioned for the next wave of
connected, location-aware multi-media devices
Page 27

Appendix
Page 28

Zoran historical profit and loss
Page 29
Source: Zoran unaudited fourth quarter and full year 2010 Results; Zoran Corporation
Note: see Zoran unaudited fourth quarter and full year 2010 results for GAAP P&L
1
Pro forma for one full year of Microtune
2
Includes Microtune financials subsequent to the closing of the acquisition on 30 November 2010
Non-GAAP
2010PF
2010A
2009A
Revenues:
Hardware product revenues
312.1
334.9
Software and other revenues
45.2
45.2
Total revenues
440.9
357.3
380.1
Costs and expenses:
Cost of hardware product revenues
171.3
196.5
Research and development
114.3
110.5
Selling, general and administrative
102.9
96.4
Stock based compensation
(10.4)
(11.6)
Total costs and expenses
464.9
378.1
391.8
Non-GAAP Operating income (loss)
(24.0)
(20.8)
(11.7)
Interest and other income, net
7.3
9.4
Income (loss) before income taxes
(13.5)
(2.3)
Provision (benefit) for income taxes
8.0
10.5
Non-GAAP Net income (loss)
(21.5)
(12.8)
Basic and diluted net loss per share
(0.43)
(0.25)
Shares used to compute basic and diluted net loss per share
50.2
51.5
1
2

Zoran historical balance sheet
US$m, Dec YE
2010A
2009A
Current assets
Cash and short-term investments
261.3 
398.7 
Accounts receivable, net
22.8 
22.0 
Inventory
48.1 
27.2 
Prepaid expenses and other current assets
22.4 
20.5 
Total current assets
354.6 
468.4 
Property and equipment, net
17.0 
12.5 
Other assets
82.0 
66.8 
Intangible assets, net
53.8 
4.8 
Total assets
507.4 
552.5 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
25.2 
29.1 
Accrued expenses and other liabilities
42.2 
30.7 
Total current liabilities
67.4 
59.8 
Long term liabilities
38.5 
32.4 
Stockholders' equity
Common stock
0.0 
0.1 
Additional paid-in capital
857.2 
867.1 
Accumulated other comprehensive income
1.5 
2.6 
Accumulated deficit
(457.2)
(409.6)
Total stockholder's equity
401.5 
460.3 
Total liabilities and stockholders' equity
507.4 
552.5 
Page 30
Source: Zoran unaudited fourth quarter and full year 2010 Results