SAN JOSE, Calif. - Hedge fund Ramius LLC has recommended that shareholders of Zoran Corp. consent on Ramius' proxy move to remove three incumbent directors and elect Ramius nominees to the Zoran board.
Ramius is one of the largest shareholders of Zoran with beneficial ownership of 9.3 percent of the shares outstanding. Ramius urges Zoran shareholders to provide their consent on the ''white card'' to remove six incumbent directors and to elect all six of its nominees - Jon Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary, Jeffrey Smith and Edward Terino.
Recently, hedge fund Ramius sent a letter to Zoran's board of directors saying it believed the company's shares are deeply undervalued, primarily due to long-term fundamental under performance and repeated missed expectations for revenue growth and profitability. The hedge fund later initiated a proxy fight to replace all six of Zoran's independent directors. Zoran has several times urged shareholders not to side with Ramius.
Then, CSR, a U.K.-based supplier of wireless connectivity and location chips, announced Sunday (Feb. 20) it agreed to acquire Zoran (Sunnyvale, Calif.) in an all stock deal worth $679 million. The transaction is subject to the approval of Zoran and CSR shareholders.
Following that announcement, Ramius Value and Opportunity Advisors LLC questioned whether the transaction was "the result of a full and fair sale process to maximize value for all Zoran shareholders."