ISS, Glass Lewis and Egan Jones ALL Recommend DSP Group Stockholders Vote the
GOLD Proxy Card in Support of Company's Slate of Directors
ISS, Glass Lewis and Egan Jones ALL Reject Starboard's Slate of Nominees
SAN JOSE, Calif., June 4, 2013 (GLOBE NEWSWIRE) -- DSP Group®, Inc.
(Nasdaq:DSPG) a leading global provider of wireless chipset solutions for
converged communications, released today the following letter to its
Dear Fellow DSP Group Stockholder:
We are pleased to inform you that with yesterday's announcement from Egan
Jones Proxy Services that it is supporting the Company's slate of nominees,
ALL three of the independent proxy advisory services – ISS, Glass Lewis and
Egan Jones Proxy Services - have now recommended that stockholders vote the
Company's GOLD proxy card.
Is it just a coincidence that the three proxy advisory firms all recommend
that Stockholders REJECT the Starboard nominees and vote for the Company
nominees?" The answer is a resounding "NO!" They were not swayed by
Starboard's false accusations, misrepresentations and attempts at
misdirection, and neither should you be swayed. They based their analyses on
the facts. The facts are that Starboard didn't present a plan to grow the
Company; their nominees lack the experience and expertise required to
successfully compete in our markets and Starboard already has adequate
representation on the Board.
Your Board urges stockholders to support durable value creation by voting for
the Company's entire slate of director nominees at the upcoming June 10, 2013
Annual Meeting of Stockholders.
As Glass Lewis stated in its report recommending the election of ALL three
Company nominees, "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."
Your Board agrees. The Board also believes the loss of ANY incumbent director
in favor of Starboard nominees would jeopardize the operational and financial
gains that have been achieved and would result in a weaker and less talented
Here are some key facts to keep in when making your decision:
*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 places where our operations are performed.
As can be seen from the following biographical sketches, the Company's slate
of nominees is uniquely qualified to continue to lead DSP Group and build upon
the success that has been achieved.
Eliyahu Ayalon, 70, joined the Company in 1996. He served as the Company's
Chairman until he voluntarily stepped down on May 26, 2013, to allow the
election of an Independent Director to the Chairman position, as part of the
Company's recently announced corporate governance best practices initiatives.
*He led the governance initiatives and operational improvements implemented
by the DSP Group Board in the last 18 months.
*He supported the settlement with Starboard in 2012 and participated in
negotiations in connection with this year's meeting.Although the Company
was unable to avoid a proxy fight, the terms of the recent settlement
proposed by him and the Board offered a more-than-fair proposition to
*Prior to joining DSP Group, he held CEO positions and board memberships in
various technology companies in the defense, telecom, medical equipment
and semiconductor industries, including residing five years in Europe.
*Corporate governance experience through memberships in Board of directors
in companies such as; M-Systems acquired by SanDisk, Wintegra, acquired by
PMC Sierra and CEVA (Nasdaq:CEVA).
*Under Mr. Ayalon's leadership, DSP Group successfully expanded its IP
licensing business and created significant value for stockholders with a
shareholder friendly spin-off of CEVA in 2002. Mr. Ayalon recognized that
the sum-of-the-parts was greater than the whole and that stockholders
would benefit from the separation of the IP business from the
semiconductor business, by maintaining ownership in both.
*He is a member of the Board of Governors of the Technion, the leading
center for high technology graduate studies in Israel, and a member of the
executive committee of the University of Ariel, Israel.
*Mr. Ayalon has been instrumental in attracting and retaining key talent
among our R&D engineers, the lifeblood of the Company. As Israel has
recently garnered the moniker, "the new Silicon Valley", due to the ever
increasing presence of large, global technology companies, Mr. Ayalon
importance to the Company in helping attract and retain key talent and
establishing working relationship with global technology companies that
have a presence in Israel cannot be overstated.
We believe Mr. Ayalon's years of executive experience in the high technology
and semiconductor industries, his deep understanding of our company, his
relationships and connections with universities in Israel, key Customers and
suppliers in Europe and South East Asia and his vast experience in managing
multinational companies make him uniquely qualified to continue to serve on
DSP Group's Board.
Zvi Limon, 54, has served as an independent director since February 1999.
*He is a General Partner at Magma Venture Partners, a leading Israeli
investment firm that focuses on early stage communication, semiconductor,
Internet and media companies.
*He also has been a General Partner of Rimon Investment Fund, a consulting
and investment advisory firm.
*He has been an active investor in public and private technology companies
in Israel and abroad since 1990 and has led the successful turnarounds of
industrial and service companies.
*He has years of experience in strategy and management consulting from his
tenure as a founding member and partner of Shaldor, a top ranked strategic
advisory firm in Israel and as a consultant at Bain & Company.
*He has served as a board member of a number of high-tech companies
including GVT, a leading Brazilian broadband operator, which was
subsequently sold to Vivendi in 2009 for $4.2 billion; and Trivnet, a
leading player in mobile financial services acquired in 2010 by Gemalto.
*As a General Partner of Magma Venture Partners and as a Board Member, he
has been actively involved in several semiconductor companies including:
(1) Wintegra, a leading fabless semiconductor company specializing in
network processors optimized for mobile backhaul equipment which was
acquired by PMC-Sierra in 2010 for $240 million; (2) Provigent, a fabless
semiconductor company that develops system-on-a-chip (SoC) solutions for
the broadband wireless transmission, which was acquired by Broadcom in
2011 for $360 million; and (3) DesignArt Networks, a leader in small cell
modem and system design for cellular base stations and high-speed wireless
backhaul infrastructure, which was acquired in 2012 by Qualcomm for $150
*Currently a member of the board of directors of CEVA (Nasdaq:CEVA),
Autotalks, and other private technology companies.
We believe Mr. Limon's qualifications to sit on our board include the deep
understanding of our company he has developed during his 10 plus years of
service, and the unique perspective he brings to our board as a successful
investor, venture capitalist and as someone who has vast experience in
providing strategic and investment advisory services to high tech companies,
especially in the semiconductor field.
Dr. Reuven Regev, 63, has served as an independent director since January
*He served as a corporate executive in Rafael - Advanced Defense Systems,
the R&D arm of Israel's Ministry of Defense.
*Led national defense projects and was awarded the highest defense award.
*Initiated the commercialization of unique defense technologies,
resulting in successful Companies, like: Given Imaging, Geotek (cellular
communication), Galil Medical and more.
*He headed the corporate communication department.
*He holds MSc and PhD degrees from Stanford University IEEM (1990).
*During his stay in Stanford, was a member of a management of a strategic
consulting team to GE, Ford, GM, Apple, Boeing, John-Deere and Motorola,
focusing on shortening time to market and lowering production costs.
*He has served as CEO of several international industrial and venture
capital companies, and invested and served as a board member in Sagantec
Ltd(a semiconductor vendor to Intel, Toshiba, Sony, TI and others) and
Helioss Ltd (a broadband wireless communications equipment manufacturer),
*He is a respected expert in semiconductor and communication systems and
We believe Dr. Regev' s qualifications to sit on our board include his years
of executive and operational experience and his deep understanding of
technology companies operating from the U.S. and Israel.
The DSP Group Annual Meeting is just days away. We are writing to remind all
stockholders to protect your investment in DSP Group and vote for ALL THREE
DSP Group nominees on the GOLD proxy card.Because time is short, we encourage
all stockholders to VOTE FOR THE DSP Group BOARD TODAY. Every vote is
Even if you have previously returned a white 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 (800) 322-2885 (toll free in North
America) or call collect at (212) 929-5500.
Thank you for your continued support.
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 800322-2885 Toll-Free or at 212-929-5500 or by
email at email@example.com
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.
Work: 1- 212.929.5364
Cell: 1- 203.856.6080 firstname.lastname@example.org
Mike Sitrick and Jeff Lloyd
Sitrick And Company
Work: 1-310- 788-2850
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