Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 1 Employee Meeting Microtune Acquisition September 8, 2010 Exhibit 99.2 |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 2 Forward-Looking Statements This presentation includes forward-looking statements regarding the proposed transaction between Zoran Corporation and Microtune, Inc., including without limitation statements regarding Zoran’s expectations regarding the transaction’s effects on its financial results, statements regarding the timing and likelihood of closing the proposed transaction and statements regarding the benefits of the proposed transaction. Many risks and uncertainties could cause actual results or events to differ materially from those contained in these forward-looking statements, including without limitation risks and uncertainties associated with: the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the anticipated benefits of the transaction; general economic conditions affecting the consumer electronics industry; and litigation or regulatory matters involving antitrust or other issues that could affect the closing of the transaction. Please refer to the discussion of these risks and uncertainties under the caption “Risk Factors” and elsewhere in Forms 10-K, 10-Q and 8-K filed by Zoran Corporation and Microtune, Inc. with the Securities and Exchange Commission for further information regarding risks and uncertainties that could cause actual results or events to differ materially from those contained in the forward-looking statements included in this press release. Zoran and the Zoran logo are trademarks or registered trademarks of Zoran Corporation and/or its subsidiaries in the United States and/or other countries. All other brands or names may be claimed as property of others. |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 3 Additional Information Additional Information and Where to Find It Microtune is expected to file with the Securities and Exchange Commission (the “SEC”) a proxy statement relating to the solicitation of proxies from Microtune’s stockholders in connection with the proposed merger transaction, and may file other documents with the SEC regarding the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, MICROTUNE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. Microtune’s stockholders will be able to obtain, without charge, a copy of the proxy statement, as well as such other documents, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Microtune’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and such other documents when they become available by directing a request by mail or telephone to Microtune, Inc., 2201 10th Street, Plano, Texas 75074, Attention: Investor Relations Department, (972) 673-1850. Participants in the Solicitation Zoran and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger transaction. Information regarding Zoran’s directors and officers is available in Zoran’s proxy statement for its 2010 annual meeting of stockholders and Zoran’s 2009 Annual Report on Form 10-K, which were filed with the SEC on April 29, 2010 and March 1, 2010, respectively. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger transaction will be included in the proxy statement expected to be filed by Microtune with the SEC. |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 4 What are we announcing? Zoran to acquire Microtune, a leader in Silicon Tuner and RF technology Microtune products are used in Digital Television and Set-top-Box |
Merger creates a powerhouse technology company with strong RF, analog and digital engineering capabilities How We Fit Together? Offers a broader product portfolio for our customers Tuners, Demods and Back-End SoCs New integration opportunities strengthen future products Combined technical team of more than 1000 engineers to innovate advanced technologies and solutions The merger adds the next blocks in the system to offer a complete end-to-end solution Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 5 |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 6 CMOS Tuners New Family Demodulators New MT886x Broad range of market-proven products for TV and STB Rich portfolio: Tuners, Demods, RF-to-Digital Converters Specialized team experienced in RF and digital technologies Strong base of industry-leading customers: ARRIS, ADB, Cisco, Motorola, Panasonic, Samsung Global operations and infrastructure - about 270 worldwide employees Design centers in Dallas (HQ), Germany and Shanghai Local customer support: US, Europe, China, Taiwan, Japan and Korea Who Is Microtune? Leading global supplier of RF Silicon Tuners MicroDigitizers New MT3511 MicroReceivers New MT3141 RF-to-Baseband Integrated Tuner + Analog Demod RF analog with Analog-to-Digital Converter Tuners 16 Products Highly integrated all-digital tuners for cable TV CTTB- complaint solutions for China DTV Demodulators 2 Products Digital Demodulators RF analog, digital and hybrid Family of New Products Current Portfolio |
Target Applications Broadcast Type Cable Transmission Data/Voice Cable Modems Terrestrial (Off-Air) Transmission Cable Set-Top Boxes Digital TV Automotive In-Car TV Car Radio Microtune Products Tuners Transform RF Signals into Digital Video, Audio and Data Tuners Control the Quality of the User Experience Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 7 |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 8 Microtune Technology Deployed by Industry Leaders Auto Radio & TV Cable Modems & Set-Tops DTV & Peripherals |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 9 Transaction Overview Zoran to acquire Microtune for $166 million $84 million, net of cash Deal expected to close Q4’10 Microtune will become the Zoran Broadband Receiver Business Unit Operating under Zoran’s Home Entertainment Division Responsible for development and marketing of Tuner and Receiver products for Digital Television and Set-top-box Strategic benefits Competitive advantage with integrated Tuner, Demod and SoC End-to-End solution, support and qualification service Offer receivers and communication devices to address the emerging home connected era |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 10 General Timeline Phase I - Planning Led by Integration Team Planning all aspects of the new, combined company Both companies continues business as usual Phase II - Integration Starts immediately after deal closes Gradually work as a single company Goal to complete most integration tasks within 90 days September Q4 ‘10 Phase I Phase II - Integration |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 11 What happens prior to Close? Series of calls and visits are planned to inform customers, partners and suppliers on both sides “Business as usual” We expect minimal disruptions to our operations, customer’s business and product flow We will continue to execute on our business plan Your action: Continue to support customers and partners with the same high levels of quality and commitment Continue to deal with our long-term vendors as usual |
Zoran Proprietary and Confidential – Not For Redistribution Copyright © 2010 Zoran Corporation All Rights Reserved <Employee Meeting> – Sept. 8, 2010 12 Zoran and Microtune to join forces to become a bigger and more competitive player in the markets we serve Deliver cutting-edge integrated systems for STB and DTV markets Complementary customer bases enabling multiple cross-selling opportunities Full service - One Stop Shop for our customers Deliver flexible platform solutions for global markets Exciting New Opportunities Vision: To be the Recognized Leader of SOC Solutions for Home Entertainment |