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Electronics Production | February 24, 2011

Ramius: 'Zoran may be undervalued in CSR transaction'

Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC, expressed its concern with the merger transaction and stated it believes the transaction may undervalue Zoran. Ramius further questioned whether the transaction was the result of a full and fair sale process to maximize value for all Zoran shareholders.
Ramius is currently in the process of running a consent solicitation to remove and replace six current members of the Zoran Board with six highly qualified director candidates. Ramius is one of the largest shareholders of Zoran with beneficial ownership of 9.3% of the shares outstanding.

Ramius Partner Managing Director Jeffrey C. Smith stated, "We are suspicious that the announced merger with CSR may be yet another attempt by the current board of Zoran to usurp the will of the shareholders. To announce such a transaction just weeks before the completion of our consent solicitation to remove and replace a majority of the board appears to be a last ditch effort by the Board to insulate itself from shareholder action seeking new representation. It also raises concern that the proposed transaction serves merely as a graceful exit for a poorly performing Board with a 20-year average tenure instead of a transaction that maximizes value for shareholders."

Mr. Smith continued, "It is now more important than ever that shareholders have new Board members in place who understand their fiduciary responsibilities. The job of the Board is to ensure the best interests of shareholders remain paramount at all times. Our slate of directors understands this basic tenet of proper corporate governance and, if elected, will work within the merger contract with CSR to ensure that Zoran shareholders get the best possible outcome. In the event that Zoran's shareholders determine not to support the merger with CSR and instead vote down the transaction in favor of a superior transaction or to pursue a standalone strategy, we firmly believe that shareholders will be best served by a new board comprised of unbiased, independent and capable directors."

Mr. Smith concluded, "We once again urge all shareholders to immediately complete and submit Ramius' white consent card to remove and replace six of the current Zoran Board members with our highly qualified nominees."

Holders of Zoran shares as of the close of business on January 7, 2011, the record date for the Consent Solicitation, are entitled to execute and deliver a WHITE consent card in support of Ramius' proposals irrespective of whether such shareholders sell any or all of their stock, or acquire additional stock, after such date.

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