Zoran Corporation ZRAN announced that at its special meeting of stockholders held today Zoran stockholders approved the adoption of the proposed merger agreement with CSR plc. Subject to the satisfaction of final customary closing conditions, it is expected that the merger will close on August 31, 2011 and trading of Zoran's common stock will be halted on Nasdaq before market open on August 31, 2011.
In accordance with the terms of the merger agreement, Zoran stockholders will receive US$6.26 in cash and 0.589 ordinary shares of CSR in the form of American Depositary Shares for each share of Zoran common stock held.
As previously announced, Zoran received a tax ruling from the Israeli Tax Authority with respect to the application of Israeli tax withholding to the merger consideration payable to Zoran stockholders. In general, Zoran stockholders that hold 5% or less of Zoran's outstanding shares as of the closing of the merger and are residents for tax purposes of the United States or other countries that have a tax treaty with Israel will be exempt from Israeli tax withholding if they make the certifications and in some cases submit documentation required by the ruling.
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