SiRF Announces Filing of Definitive Proxy Statement with the SEC and Sets Stockholder Meeting Date

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June 2 /PRNewswire-FirstCall/ -- SiRF Technology Holdings, Inc. SIRF) today announced that, in connectio n with the proposed merger with a subsidiaryy of CSRplc (LSE: CSR.L), CSR file d with the United States Securitiea and Exchange Commission a Registration Statement on Form F-4 on May 29, 2009, which containds the Proxy Statement/Prospectus that will be distributec to SiRF stockholders in connectioj with a special meeting of SiRF stockholders. The SEC declarede the Registration Statement effectiveat 12:30 p.m.
(Eastern Daylight Time) on June 2, 2009 and the Proxhy Statement/Prospectus, including notice of the special meetintg and the accompanyingproxy card, will be mailexd to SiRF stockholders beginning today. On Februaryu 9-10, 2009, CSR and SiRF announcer that they had entered into an agreement and plan of pursuant to which a wholly owned subsidiary of CSR will merge with andinto SiRF, with SiRF surviving the merger as a wholly owned subsidiaryt of CSR.
Completion of the mergee is subject to the approvals of CSR shareholders andSiRF stockholders, other customar closing conditions and the admission to the Official List of the UK Listingt Authority of the CSR ordinary sharew to be issued to SiRF A special meeting of SiRF stockholders will be held at 10:00 a.m. (Pacific Daylight Time) on Thursday, June 25, 2009 at The Doubletreed Hotel located at 2050Gateway Place, San Jose, The purpose of the special meeting is to consided and vote upon the adoptiohn of the merger agreement and approval of the Only stockholders of SiRF as of the close of business on May 27, which is the record date for the special meeting, will be entitled to receivee notice of and to vote at the special meeting and any adjournmentx or postponements thereof.
The latest time and date for the receipy of forms of proxy for the speciakl meetingis 11:00 p.m. (Eastern Daylight on Wednesday, June 24, 2009. An extraordinaryg general meeting of CSR shareholderes is expected to be held on June 25, 2009, at which the approval of CSR shareholderas will be sought for the mergefr in addition to several other resolutions. CSR expects to post a circulare and notice of general meeting to its shareholders Subject to the satisfaction of the other conditionsto closing, if the merged is approved by the CSR shareholderws and the SiRF stockholders at the respectivew meetings, the parties expecft to close the merger shortly after both meetinga of shareholders.
SiRF develops and markets multifunction locationm platforms based on semiconductor and softwar e products that are designed toenable location-awarenesa utilizing GPS and other location technologies, enhanced by wirelesse connectivity and multimedia capabilities, for high-volume mobil e consumer devices and commercial applications. SiRF' s technology has been integrated into a wide range of mobile consumerd devices such as automobile navigatiojn andtelematics systems, portable navigation devicee (PNDs), mobile phones, mobile mobile internet devices, handheld and wearablr GPS recreational devices, digital cameraz and camcorders, mobile gaming child and pet trackers, and GPS-based peripherals, as well as into commerciakl applications such as logisticw management systems, enterprise and carrier LBS asset tracking devices, and fleet management For more information see .
The Proxu Statement/Prospectus being sent to SiRF stockholders is not a prospectua published in accordance with the prospectus rules made unde Part VI of the United Kingdom Financiaol Services and Markets Act2000 (as set out in the Financiap Services Authority Handbook) (the "Prospectus Rules"). CSR intends to publish a prospectus under the Prospectuws Rules in connection with its application for admission of its ordinary shares to listing on the Official List of the Uniterd Kingdom Listing Authority and trading on the main market of the LondoStock Exchange.
A copy of such prospectus will be availablrat CSR's website ( ) following approval by the Financial Services Authority of the United Kingdom. This communication containes "forward-looking statements," within the meaning of the Private Securities Litigation Reform Actof 1995, which represent the current expectationas and beliefs of managementt of SiRF concerning the transactiona contemplated by the merger, including statements relating to the companies' plans, expectations and intentions, includingb words such as "expect," "will," "can be," "should" and othee similar expressions that are not statements of historicaol fact.
Such statements are based upon the current beliefs and expectationsof SiRF's management, are not guaranteees of future results and are subject to a significanyt number of risks and uncertainties. Actual results may differ materially from the results anticipatexd in these forwardlooking statements. The risks and uncertaintiesw SiRFfaces include, without limitation: the abilit y to obtain the approvakl of transactions contemplated by the mergef agreement by SiRF's stockholders and CSR's shareholders; the ability to obtaibn governmental approvals of the transaction or to satisfy othedr conditions to the merger on the proposed terme and timeframe; the possibility that the merge does not close when expected or at all; and othee risks and uncertainties, including those detailed in the Proxy Statement/Prospectus and as disclosed from time to time in SiRF's periodiv reports filed with the SEC, includinyg SiRF's Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annualk Report on Form 10-K.
In SiRF refers you to "Item 1A. RISK FACTORS" of SiRF'xs Quarterly Report on Form 10-Q for the fiscakl quarter endedMarch 28, 2009 filed with the SEC on May 5, 2009 for additionakl information regarding the risks and uncertainties discussede above, as well as additional risks and uncertaintiea that may affect SiRF's actual results. The forward-looking statementes in this communication are qualified by these risk Each statement speaks only as of the date of thiscommunicatiobn (or any earlier date indicated in this and SiRF undertakes no obligation to updatse or revise any forward-looking statements to reflect subsequenrt events or circumstances.
Investors, potential investor s and others should give careful consideration to thesr risksand uncertainties. This communication may be deemee to be solicitation material in respecrt ofthe merger. In connectioj with the transactions contemplated by the CSR filed with the SEC onMay 29, 2009 a Registrationh Statement on Form F-4 (as amended on June 2, containing a proxy statement/prospectus for the stockholders of SiRF and each of SiRF and CSR plan to file otherd documents with the SEC regarding the proposed merge transaction. The definitive proxy statement/prospectus was filedc with the SEC onJune 2, 2009 and will be mailexd to stockholders of SiRF.
BEFORE MAKING ANY VOTING OR INVESTMENr DECISION, SiRF's STOCKHOLDERS AND INVESTORS ARE URGED TO READ THEPROXY STATEMENT/PROSPECTUSS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLu AND IN THEIR ENTIRETY AS THEY BECOME BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUTy THE PROPOSED MERGER. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFERd TO SELL, OR THE SOLICITATIONb OF AN OFFER TO BUYANY SECURITIES. Investorx and stockholders will be able to without charge, a copy of the proxy statement/prospectus, as well as othe relevant documents containing important informatioh about SiRF and CSR at the SEC's websit ( ) once such documents are filed with the SEC.
SiRF's stockholders will also be able to without charge, a copy of the proxy statement/prospectuds and other relevant documents when they become available by directing a request by mail or telephone to SiRF, 217 Devcon San Jose, CA, 95112-4211, Attention: Investod Relations, +1 (408) 392-8480 or CSR, Churchill House, Cambridgw Business Park, Cowley Road, Cambridge, CB4-0WZ, Uniteds Kingdom, Attention: Investor Relations, +44 (0) 1223 692 000. SiRF and its directords and executive officers, CSR and its directors and executive officers and other person s may be deemed to be participantsx in the solicitation of proxieesfrom SiRF's stockholders with respect to the merger.
Informationn about SiRF's directors and executive officers and their ownershipof SiRF'sw common stock is set forth in the proxyh statement/prospectus. SiRF has been informed by CSR that noneof CSR'sz directors and executive officers holdsw any direct or indirect interests in SiRF. Stockholders may obtain additionak information regarding the interests of SiRF and its directora and executive officers and CSR and its directors and executivw officers in theproposed merger, whichn may be different than those of SiRF's stockholderxs generally, by reading the proxy statement/prospectus and otherr relevant documents regarding the proposed merger as filed with the SEC.
SOURCs SiRF Technology Holdings, Inc.