Both ISS and Glass Lewis Recommend DSP Group Stockholders - Vote on GOLD Proxy
Card FOR Management Nominees
*Glass Lewis Recommends Vote FOR ALL Management Nominees
*ISS Recommends Vote FOR Management Nominees, Limon and Regev
*ISS and Glass Lewis REJECT Starboard's Full Slate of Nominees and Question
Value of Additional Starboard Representation
*The Company Urges Stockholders to Vote FOR Durable Value Creation by
Electing ALL DSP Group Nominees on GOLD Proxy Card Today
SAN JOSE, Calif., June 3, 2013 (GLOBE NEWSWIRE) -- DSP Group®, Inc.
(Nasdaq:DSPG) a leading global provider of wireless chipset solutions for
converged communications, announced today that Institutional Shareholder
Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), the two leading
independent proxy advisory firms, have both issued reports recommending that
DSP Group's stockholders vote on the GOLD proxy card FOR management nominees
and REJECT the directors nominated by Starboard Value LP.
Following its analysis of Starboard's proposal, ISS questioned the value of
additional Starboard representation on DSP Group's Board, stating that "the
dissidents have not made a compelling case that further change to the
composition of the board is needed. As such, ISS recommends shareholders vote
the GOLD proxy card FOR the management nominees Limon and Regev." ISS also
commented that "further change to the composition of the board is not
warranted at this time."
Glass Lewis made it perfectly clear that it failed to see "why three
additional dissident nominees are needed at this time, or how exactly they
would result in a superior outcome for shareholders. Based on these factors,
we believe shareholders should support the re-election of the board's
Moreover, Glass Lewis recommends that stockholders vote the GOLD card for the
company's nominee, Eliyahu Ayalon. Patrick Tanguy, the newly-elected Chairman
of the Board said, "Eli has joined enthusiastically with the independent
directors to lead the governance and operational improvements implemented by
the DSP Group Board in the last 18 months."
"He orchestrated the settlement with Starboard in 2012 and participated in
negotiations in connection with this year's meeting.Although we were unable
to avoid a proxy fight, the terms of the recent-settlement proposed by Eli and
the Board offered a more-than-fair proposition to Starboard. He remains a
tireless advocate for DSP Group's stockholders, working in collaboration with
the other directors and the Company's management.He took a leading role in
working with stockholders to elect a replacement for Mr. Yair Shamir earlier
this year when he was elected to the Israeli Knesset and wholeheartedly
endorsed the election of Gabi Seligsohn at the suggestion of Senvest, our
third largest shareholder," Mr. Tanguy added.
In its report, Glass Lewis stated, "Over the last six quarters, the Company
has successfully executed on its turnaround and growth strategy. Currently, we
believe the board's plan is more likely to result in greater shareholder value
than a potential sale of the Company, which until recently was the Dissident's
only strategic suggestion. In light of the latest results, which the board
believes will result in greater value than a sale of the Company, we believe
shareholders should allow the board the opportunity to continue executing on
its strategic plan."
Glass Lewis, also stated: "We are optimistic about the present opportunities
facing the Company and we are confident in management and the board as
currently constructed to continue executing on the strategic plan. The Company
is already executing on its strategic plan, including cost reductions and new
product and market growth. We believe management's stand-alone plan is
compelling and agree that now is not the time to push for a sale of the
Ofer Elyakim, Chief Executive Officer, said, "We believe these positive
recommendations for the reelection of the DSP Group slate of directors and a
rejection of all additionalStarboard nominees by the two leading independent
proxy advisory firms reflect a vote of confidence in the current Board and the
strategic direction in which the Company is headed.Both proxy advisors
questioned the value of additional Starboard representation for stockholders
and recognized that Starboard failed to make a compelling case that further
change at the Board level is necessary."
To summarize, there are many compelling reasons to vote on the GOLD proxy card
to elect management's entire slate of directors:
*DSP Group's stock is one of the top performing stocks among our peer group
and industry year-to-date, over thelast 12 months, andsince our
restructuring efforts began in 2011.
*DSP Group has made significant operational and financial progress over the
past 18 months despite difficult industry trends impacting our top line.
In the recent quarter the Company achieved a number of significant
milestones:the highest Gross Margins in three years, the highest
Operating Margins in five years and a return to GAAP profitability.
*DSP Group has a clear growth strategy and is on track to meet its
*DSP Group's Board nominees are diverse and have significant strategic,
operational, financial and public board experience in our areas of focus
and in the locations where our operations are performed. Any change of the
composition of the Board will severely impair the company's current
We urge all stockholders to vote their GOLD proxy form to re-elect the Board's
nominees and to help build long-term value for ALL stockholders.
Even if you have previously returned a white voting instruction form to
Starboard, you have every right to change your vote and support your board's
nominees using the GOLD voting instruction form.Only your latest dated,
validly executed vote will count.
If you have any questions or need assistance voting your shares, please call
our proxy solicitor MacKenzie Partners at (800) 322-2885 (toll-free in North
America) or collect at +(212) 929-5500.
Important Additional Information
The Company has filed with the U.S. Securities and Exchange Commission ("SEC")
and provided to its stockholders a definitive proxy statement and a proxy
supplement in connection with its 2013 annual meeting of
stockholders.STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE PROXY
SUPPLEMENT AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN
THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION.Stockholders may obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov and through the
website maintained by the Company at http://ir.dspg.com or by contacting
MacKenzie Partners, Inc, at 800 322-2885 Toll-Free or at 212-929-5500 or by
email at firstname.lastname@example.org
Certain Information Regarding Participants in the Solicitation
The Company, its directors and certain of its officers may be deemed to be
participants in the solicitation of the Company's stockholders in connection
with its 2013 annual meeting.Information regarding the names, affiliations
and direct and indirect interests (by security holdings or otherwise) of these
persons can be found in the Company's definitive proxy statement and proxy
supplement for its 2013 annual meeting, which were filed with the SEC on April
22, 2013 and May 6, 2013, respectively.Stockholders may obtain a free copy of
the proxy statement, the proxy supplement and other documents filed by the
Company with the SEC from the sources listed above.
CONTACT: Investor Relations
Director of Investor Relations, DSP Group
Daniel H. Burch, CEO
MacKenzie Partners, Inc.
Paul R. Schulman, EVP
MacKenzie Partners, Inc.
Mike Sitrick and Jeff Lloyd
Sitrick And Company
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