UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-12 |
MICROTUNE, INC.
(Name of Registrant as
Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing party: |
| (4) | Date filed: |
Filed by Microtune, Inc.
Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Microtune, Inc.
Commission File No.: 000-31029-40
This filing consists of: (1) a presentation by Zoran Corporation to the employees of Microtune, Inc. on September 13, 2010 regarding the proposed acquisition of Microtune, Inc. by Zoran Corporation and (2) a presentation by Microtune, Inc. to the employees of Microtune, Inc. on September 13, 2010 regarding the proposed acquisition of Microtune, Inc. by Zoran Corporation.
 1
Microtune
Employee Meeting
September 13, 2010 |
 2
Employee
Meeting
Microtune
Private
Important Additional Information Regarding the Merger will be
filed with the SEC.
Microtune,
Inc.
(“Microtune”)
plans
to
file
with
the
Securities
and
Exchange
Commission
(the
“SEC”)
and
mail
to
its
stockholders
a
proxy
statement
in
connection
with
the
proposed
merger
with
Maple
Acquisition
Corp.,
pursuant
to
which
Microtune
would
be
acquired
by
Zoran
Corporation
(the
“Merger”).
Investors
and
stockholders
are
urged
to
read
the
proxy
statement
carefully
when
it
becomes
available
because
it
will
contain
important
information
about
the
Merger
and
the
parties
to
the
merger.
Investors
and
stockholders
may
obtain
a
free
copy
of
the
proxy
statement
(when
available)
and
other
documents
filed
by
Microtune
at
the
SEC
website
at
http://www.sec.gov.
The
proxy
statement
and
other
documents
also
may
be
obtained
for
free
at
Microtune’s
Internet
website
at
http://phx.corporate-
ir.net/phoenix.zhtml?c=121862&p=irol-sec
or
from
Microtune
by
contacting
Investor
Relations
by
telephone
at
972-
673-1850
or
by
mail
at
Microtune,
Inc.,
2201
10th
Street,
Plano,
Texas,
75074,
Attn:
Investor
Relations
Department.
Microtune
and
Zoran
and
their
respective
directors,
executive
officers
and
other
members
of
their
management
and
employees,
under
SEC
rules,
may
be
deemed
participants
in
the
solicitation
of
proxies
from
its
stockholders
in
connection
with
the
proposed
Merger.
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.
Information
concerning
the
interests
of
Microtune’s
participants
in
the
solicitation,
which
may,
in
some
cases,
be
different
than
those
of
Microtune
stockholders
generally,
is
set
forth
in
Microtune’s
proxy
statement
for
its
2010
Annual
Meeting
of
Stockholders,
which
was
filed
with
the
Securities
and
Exchange
Commission
on
April
9,
2010
and
available
on
Microtune's
website
at
http://phx.corporate-ir.net/phoenix.zhtml?c=121862&p=irol-sec
,
and
will
be
set
forth
in
the
proxy
statement
relating
to
the
merger
when
it
becomes
available. |
 3
Employee
Meeting
Microtune Private
Microtune businesses will form the core for a standalone BU
within Zoran’s Home Entertainment Division
Opportunity to continue to work as a team
Execute on joint product and customer synergies
Leverage advantages as part of a much bigger organization
Organization details will be rolled out over the coming weeks
Each site will continue to play a critical role to our success
following the close
Discussions will be held with each team about specific
opportunities, challenges and expectations
Lock down organization, roadmap and integration plans prior to
close
Broadband Receivers Business Unit |
 4
Employee
Meeting
Microtune Private
Effective integration will be the key to our future success
To succeed we must operation as ONE TEAM
Integration Planning Steering Committee kick-off end of Sept.
Leads on both sides for each area or discipline
Integration sub-teams will be formed to implement actions
after close
We need everybody
to be involved in the integration planning
process
Our current top priorities must remain our number one focus
Integration Process |
 Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 1
Employee Meeting
Zoran
and Microtune
Merger
September 13, 2010
*
*
* |
 Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 2
Important Additional Information Regarding the Merger will be filed with the SEC.
Microtune,
Inc.
(“Microtune”)
plans
to
file
with
the
Securities
and
Exchange
Commission
(the
“SEC”)
and
mail
to
its
stockholders
a
proxy
statement
in
connection
with
the
proposed
merger
with
Maple
Acquisition
Corp.,
pursuant
to
which
Microtune
would
be
acquired
by
Zoran
Corporation
(the
“Merger”).
Investors
and
stockholders
are
urged
to
read
the
proxy
statement
carefully
when
it
becomes
available
because
it
will
contain
important
information
about
the
Merger
and
the
parties
to
the
merger.
Investors
and
stockholders
may
obtain
a
free
copy
of
the
proxy
statement
(when
available)
and
other
documents
filed
by
Microtune
at
the
SEC
website
at
http://www.sec.gov.
The
proxy
statement
and
other
documents
also
may
be
obtained
for
free
at
Microtune’s
Internet
website
at
http://phx.corporate-
ir.net/phoenix.zhtml?c=121862&p=irol-sec
or
from
Microtune
by
contacting
Investor
Relations
by
telephone
at
972-673-1850
or
by
mail
at
Microtune,
Inc.,
2201
10th
Street,
Plano,
Texas,
75074,
Attn:
Investor
Relations
Department.
Microtune
and
Zoran
and
their
respective
directors,
executive
officers
and
other
members
of
their
management
and
employees,
under
SEC
rules,
may
be
deemed
participants
in
the
solicitation
of
proxies
from
its
stockholders
in
connection
with
the
proposed
Merger.
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.
Information
concerning
the
interests
of
Microtune’s
participants
in
the
solicitation,
which
may,
in
some
cases,
be
different
than
those
of
Microtune
stockholders
generally,
is
set
forth
in
Microtune’s
proxy
statement
for
its
2010
Annual
Meeting
of
Stockholders,
which
was
filed
with
the
Securities
and
Exchange
Commission
on
April
9,
2010
and
available
on
Microtune's
website
at
http://phx.corporate-ir.net/phoenix.zhtml?c=121862&p=irol-sec
,
and
will
be
set
forth
in
the
proxy
statement
relating
to
the
merger
when
it
becomes
available. |
 Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 3
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 our target 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 Integrated Solutions for Home Entertainment |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 4
Zoran -
Pioneer in Digital Multimedia |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 5
Zoran’s Global Offices
Headquarters:
Sunnyvale, California
10 Countries, ~1250 Employees, ~900 Engineers |
 Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 6
$2,300M
$2,886M
$3,486M
$3,802M
$3,846M
-
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
2009
2010
2011
2012
2013
Zoran
Markets are Growing (SAM, $M)
STB:
Cable
DTA,
Pay
Sat
DTV:
Europe/APAC/China
WW-FRC
HD Multimedia Players:
Blu-ray, HQ-DVD, MMP
SD Multimedia Players:
DVDP, …
Laser Printer
STB:
FTA,
WW
Cable
DTV:
ATSC,
Japan
Compact Camera
Camera:
China
DVC,
DSLR, Surveillance
SAM $M CAGR 2009-2013
All
Markets: 14%
Investment markets: 41%
Sources: DisplaySearch, IDC, IMS, TSR, InStat, Gartner (Dec-08 –
Nov-09); Zoran
estimates and analysis
Printer Software
Digital Video Camera
SAM=Served Available Market (once Zoran
solution is available) |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 7
Global DTV
FRC (120/240Hz)
3D & Connected
TV
Global
Pay-Cable/Satellite
Markets and
Cable-DTA
Expanding Zoran’s Core Markets:
Growth
Vectors
Blu-ray Players
Connected
Players/
Adaptors
DVD
(Red Laser)
Home
Entertainment
Division
Imaging
Division
Mobile
Division
Mobile Printing,
Windows 7 Compatibility,
HW+SW Bundles,
Fonts
Desktop Color,
MFPs up to A3,
Scanners
HD Video Camera
DSLR
IP / Surveillance
Camera |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 8
Key Customers and Partners |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 9
Mobile (Camera) Products
Best still photography in the market
Advanced Noise Reduction
Accurate Color Reproduction
Multi-face tracking,
Single and
Multi-Frame
High Dynamic Range
Lens distortion, aberration and
shading corrections
Best video experience
720p, 1080p video codec
Photography level image pipe for video
processing
Best low-light sensitivity
Multi-face tracking in video
Digital video stabilization and rolling shutter
artifacts removal
Samsung
Cisco Flip
Sony
Fujifilm
Nikon
COACH ® |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 10
Imaging (Printer) Products
Industry’s only complete HW+SW solution
Universal print language interpreter
Energy-efficient multicore architecture
Concurrent rendering and DSP
acceleration for optimized performance
Family of processors with range of price &
performance that spans customers’
product lines
HP
Xerox
Canon
Konica
Minolta
Kyocera
Mita
Epson
Check Scanner
Ricoh
Okidata
Quatro® |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 11
Home Entertainment (DTV) Products
SupraHD®
& SupraFRC®
Complete Solution HW&SW
Advanced Demod and Video
processing
Solutions for 120/240Hz panels
State-of-Art object-based
technology
Advanced cadence detection
LED Backlight control
3D TV Support –
optimized Left-
Right presentation (patent pending)
LVDS
Tuner
Memory
Display Engine
Video Processing
NTSC/DVB
HDMI
MPEG Decoder
Demodulator
HD Analog In
TV Microcontroller
LCD Timing Controller
Ethernet Connectivity
USB and TVMM
120Hz FRC
Multi-format Decoder
LED Backlight Technology |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 12
Home Entertainment (DTV) Products
LVDS
Tuner
Memory
Display Engine
Video Processing
NTSC/DVB
HDMI
MPEG Decoder
Demodulator
HD Analog In
TV Microcontroller
LCD Timing Controller
Ethernet Connectivity
USB and TVMM
120Hz FRC
Multi-format Decoder
LED Backlight Technology |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 13
Home Entertainment (STB & MMP ) Products
SupraXD®
& SupraTV ®
Satellite, Cable and DTA STB
High performance multi-standard decoder in
single chip: H.264 / MPEG-2 / VC1
High quality Zoran picture enhancement
technology
Advanced Conditional Access security (NDS,
Nagra, Irdeto, downloadable)
Integrated Demodulator
Audio/Video/JPEG Decoding
Ethernet / USB / SATA Connectivity
1080P HDMI Output
Low Cost BOM Design
VaddisHD®
Blu-ray with integrated Front-end
HD Media Players, Media Adapters
and Picture Frames
Premium Red Laser DVD –
HDMI,
Car Entertainment, Portable |
      Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 14
New HDTVs
with Zoran
Westinghous
e
Over 100 new TVs with Zoran
SOCs
Sharp
Haier
Sanyo
Toshiba
Nearly 40 new
models
Best Buy
New
LED
TVs
Sylvania,
Emerson,
Funai
Hitachi
Philips
Magnavox
Vizio
Homecast
HD MPEG4
PVR, Zapper Box
Cisco
NEW iDTA
STB
SupraTV
®
235
SOC
Europe HD Satellite STBs
SupraXD®
SOC
Konka
Humax
HD MPEG-2 Japan
Cable & SatelliteSTBs
Gen9®
SOCs
Eagle
Oberon
HD MPEG-4 PVR
SupraXD
®
180 SOC |
 Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 15
Merger creates a powerhouse technology company
with strong RF, analog and
digital engineering capabilities Zoran
Demod
/
Back-end
SOC
Microtune
Tuner /
Demod
How Do 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 16
The Home Entertainment Center
Synergy between STB, TV & Camera
Chatting at living room
USB HDD
USB Drive
Xunei
Network Attached
Storage
Internet
Study Room PC
Home
Network
Notebook PC
Internet
Remote PC
Remote server
Download or
Streaming
Online Karaoke
Record and Share
personal video
Video
Conferencing
Z
+ M
Z
+ M
M |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 17
Microtune Group Key Objectives
1.
To develop and market Tuners and Receiver Products for
Digital Television, Set-top-box, Cable Modem and
Automotive
2.
Responsible for the development & Integration of IP for
Zoran DTV and STB SoCs
3.
Expand into new areas and provide RF & Front-End for
Communication/Connectivity (MoCA, Powerline,
Others….) |
 Zoran Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 18
Zoran Organization Chart After Close
Microtune will become the Zoran Broadband Receiver Business Unit
Finance, IT, Facility and other function will part of the relevant
organizations Barbara
BBR HR
Connie Bray
VP
Human Resources
(Sunnyvale)
Ram Ofir
Sr. VP and GM,
Home Enter
(Sunnyvale)
Karl Schneider
Sr.
VP
and CFO
(Sunnyvale)
Isaac Shenberg
Sr. VP, Bus Dev
and Corp Marketing
(Haifa)
Simon
Dolan
Sr. VP and GM
Imaging
(Boston)
Ohab Meitav
VP and GM
Mobile
(Sunnyvale)
Mustafa
DTV BU
VP & GM
Ram (Acting)
STB BU
VP & GM
Tzach Hadas,
VP Operations
(Haifa)
Charlie Parr
VP
Worldwide Sales
(Sunnyvale)
Eddie
BBR Operation
Rob
VP Sales
Americas & EU
Barry
BBR BU
VP & GM
Levy Gerzberg,
President
and CEO
(Sunnyvale) |
 Zoran
Proprietary and Confidential –
Not For Redistribution
Copyright
2010 Zoran
Corporation All Rights Reserved
<Employee Meeting> –
Sept. 8, 2010 19
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 our target 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 Integrated Solutions for Home Entertainment |