We are pleased to advise you that
Our Largest Customer,
"TSMC has been cooperating with
Growing Stockholder Support in Proxy Contest
We are encouraged that following the recommendations of ISS,
DSP Group'sstock is one of the top performing stocks among our peer group and industry year-to-date, over the last 12 months, and since our restructuring efforts began in 2011
- The current Board's turnaround plan has led to six consecutive quarters of operational improvements as measured across all key metrics
Despite top line weakness driven by difficult industry trends,
DSP Grouphas returned to GAAP profitability, recorded its highest gross margins in three years, and achieved its highest operating margins in five years
DSP Group'sfocused R&D investments enabled the development and launch of three ground-breaking products, thereby opening new, sizeable growth market opportunities
- The current Board has initiated a number of corporate governances best practices, including naming an independent Chairman, the adoption of stock ownership guidelines for directors and senior management, and the adoption of a resolution to declassify the Company's Board of Directors from three classes to a single class starting in 2014
- Starboard has failed to propose a plan to grow the Company
- Starboard, with approximately 10% of the Company's stock, already has adequate representation on the Board
- Starboard's nominees lack the experience and expertise necessary to provide strategic direction for an Israeli-based, multinational company that is competing in a highly technical marketplace
Additional Starboard nominees on the Company's Board present a significant risk to
DSP Group'splan for durable stockholder value creation
Seven out of our nine directors are independent and three were nominated by stockholders. Our newest director,
Gabi Seligsohn, was recommended by one of the Company's largest stockholders to replace Mr. Yair Shamirwho resigned in connection with his appointment to the Israeli government
These Facts Were Recognized By All Three Independent Proxy Advisory Services – ISS,
"As the dissidents have not made a compelling case that further change at the board level is necessary at this time, ISS recommends that shareholders vote on the GOLD proxy card and support the management nominees."
"All three of the Company's nominees have a deeper understanding of DSP's current situation, challenges and opportunities, as well as experience in the environment in which DSP operates. In our view, they are simply better qualified than the Dissident's nominees to serve on the board of a fables (sic) semiconductor company such as DSP."
"...the dissidents have provided no specific plans and no substantive new ideas or valid reasons to change the Company's strategic direction that will enhance the Company's stockholder value...the Company has made strides and significant progress toward its goals to improve its operational and financial performance, including improved revenue efficiency, utilization and cash flow from operations."
Vote The GOLD Proxy Card Today
The 2013 Annual Meeting of
Stockholders who have questions or need assistance voting their shares should contact
Thank you for your continued support.
Important Additional Information
The Company has filed with the
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
CONTACT: Investor Relations
Christopher BastaDirector of Investor Relations, DSP GroupWork: 1-408-240-6844 Cell: 1-631-796-5644 firstname.lastname@example.org Daniel H. Burch, CEO MacKenzie Partners, Inc.Work: 1-212-929-5748 Cell: 1-516-429-2721 email@example.com Paul R. Schulman, EVP MacKenzie Partners, Inc.Work: 1-212.929.5364 Cell: 1-203.856.6080 firstname.lastname@example.org Media Relations Mike Sitrickand Jeff Lloyd Sitrick And CompanyWork: 1-310-788-2850 Jeff_Lloyd@sitrick.com Mike_Sitrick@sitrick.com