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,
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
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 board.
Here are some key facts to keep in when making your decision:
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.
DSP Grouphas 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 Grouphas a clear growth strategy and is on track to meet its strategic goals.
DSP Group'sBoard 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
- 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 Starboard.
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-Systemsacquired by SanDisk, Wintegra, acquired by PMC Sierraand CEVA (Nasdaq:CEVA).
Under Mr. Ayalon's leadership,
DSP Groupsuccessfully 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 Governorsof 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
Israelhas 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 Israelcannot 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
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
Israeland 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
Israeland 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
Vivendiin 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 Partnersand 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-Sierrain 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 Broadcomin 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 Qualcommfor $150 million.
- 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.
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 UniversityIEEM (1990).
- During his stay in
Stanford, was a member of a management of a strategic consulting team to GE, Ford, GM, Apple, Boeing, John-Deereand 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), among others.
- He is a respected expert in semiconductor and communication systems and technologies.
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
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,
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 email@example.com Daniel H. Burch, CEO MacKenzie Partners, Inc.Work: 1-212-929-5748 Cell: 1-516-429-2721 firstname.lastname@example.org Paul R. Schulman, EVP MacKenzie Partners, Inc.Work: 1- 212.929.5364 Cell: 1- 203.856.6080 email@example.com Media Relations Mike Sitrickand Jeff Lloyd Sitrick And CompanyWork: 1-310- 788-2850 Jeff_Lloyd@sitrick.com Mike_Sitrick@sitrick.com