DFAN14A 1 dfan14a06297087_01072011.htm dfan14a06297087_01072011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

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(Amendment No.  )

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ZORAN CORPORATION
(Name of Registrant as Specified in Its Charter)
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
COWEN OVERSEAS INVESTMENT LP
RAMIUS ADVISORS, LLC
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
RAMIUS LLC
COWEN GROUP, INC.
RCG HOLDINGS LLC
C4S & CO., L.L.C.
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
JON S. CASTOR
DALE FULLER
THOMAS LACEY
JEFFREY MCCREARY
JEFFREY C. SMITH
EDWARD TERINO
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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Ramius Value and Opportunity Master Fund Ltd, together with the other participants named herein (collectively, “Ramius”), has made a preliminary filing with the Securities and Exchange Commission of a consent statement and an accompanying WHITE consent card to be used to solicit consents from stockholders of Zoran Corporation, a Delaware corporation (“Zoran”) for the removal of six current directors of Zoran and the election of Ramius’ six nominees.
 
On January 7, 2011, Ramius issued the following press release:
 
RAMIUS RE-COMMENCES CONSENT SOLICITATION TO RECONSTITUTE ZORAN CORPORATION’S BOARD OF DIRECTORS

New York – January 7, 2011 – Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively, “Ramius”), announced that it has terminated the consent solicitation it initiated on December 6, 2010 and today re-commenced with a new solicitation of consents seeking shareholder support to reconstitute the Board of Directors of Zoran Corporation (NasdaqGS: ZRAN).  Ramius decided to restart the consent solicitation process in order to allow sufficient time for Ramius to communicate with Zoran shareholders regarding Ramius’ views on why these changes to the Board are necessary now and to provide an opportunity for all current shareholders to express their views with regard to the proposals.

Ramius’ consent solicitation seeks shareholder support to remove and replace six members of the current Board with highly qualified director candidates.  Ramius continues to believe that with the right Board leadership and improved oversight there are significant opportunities to greatly improve operating performance and enhance shareholder value at Zoran.

For further information regarding Ramius’ consent solicitation, including information on Ramius’ six director nominees, shareholders can visit www.shareholdersforzoran.com. 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
 
Ramius Value and Opportunity Advisors LLC (“Value and Opportunity Advisors”), together with the other participants named herein, has made a preliminary filing with the Securities and Exchange Commission (“SEC”) of a consent statement and accompanying white consent card to solicit proxies and consents for the removal of six (6) current directors of the Company and the election of Ramius’ slate of director nominees.

RAMIUS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PRELIMINARY CONSENT SOLICITATION STATEMENT AND ANY OTHER SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  SUCH CONSENT STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.  IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE UPON REQUEST.  REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, TOLL-FREE AT 877.717.3898 OR COLLECT AT (212) 750-5833.
 
 
 
 
 
The participants in the solicitation are Ramius Value and Opportunity Master Fund Ltd, Cowen Overseas Investment LP, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary, Jeffrey C. Smith and Edward Terino (collectively, the “Participants”).

Information regarding the Participants, including their direct or indirect interests in the company, by security holdings or otherwise, is contained in the Schedule 13D initially filed by Ramius with the Securities and Exchange Commission on November 1, 2010, as may be amended from time to time (the “Schedule 13D”).  The Schedule 13D is currently available at no charge on the SEC’s website at http://www.sec.gov.  As of the date hereof, the Participants collectively beneficially own an aggregate of 4,549,800 shares of common stock of the company, consisting of (i) 3,335,650 shares of Common Stock beneficially owned by Value and Opportunity Master Fund, (ii) 1,111,850 shares of Common Stock beneficially owned by COIL, (iii) 10,000 shares of Common Stock owned directly by Jon S. Castor, (iv) 50,000 shares of Common Stock owned directly by Dale Fuller, (v) 22,300 shares of Common Stock owned directly by Jeffrey McCreary and (vi) 20,000 shares of Common Stock owned directly by Edward Terino.

As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of the Participants is deemed to beneficially own the shares of Common Stock of the Company beneficially owned in the aggregate by the other Participants.  Each of the Participants disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.


ABOUT RAMIUS LLC
 
Ramius LLC is a registered investment advisor that manages assets in a variety of alternative investment strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg, Tokyo, Hong Kong and Munich.


CONTACT:

Peter Feld, 212-201-4878

Gavin Molinelli, 212-201-4828