Synaptics Incorporated (Nasdaq: SYNA) and DSP Group, Inc.
(Nasdaq: DSPG) today announced the signing of a definitive
agreement, unanimously approved by the boards of directors of both
companies, whereby Synaptics acquires DSP Group, a leading global
provider of voice and wireless chipset solutions for converged
communications, at $22.00 per share in an all-cash transaction. The
combination is anticipated to generate annual run rate synergies of
$30 million for the new entity to be realized within 12 months of
closing and is immediately accretive to Synaptics' non-GAAP
earnings. The transaction is expected to be financed through a
combination of cash on hand and a fully committed, incremental debt
financing arrangement with a projected close by the end of calendar
year 2021, subject to DSP Group shareholder approval and customary
closing conditions.
DSP Group has leadership positions across multiple
markets in the Internet of Audio Things (IoAT) with significant
growth opportunities in low power SmartVoice, unified
communications & collaboration, and wireless IoT devices. Most
of these solutions are quite relevant to Synaptics' existing
customer base, furthering the strategy of cross-selling portfolio
devices.
Synaptics recently announced its Low Power Edge AI initiative,
which opens a significant long-term opportunity with ABI research
predicting approximately 2.5 billion TinyML units to be sold by
2030. The addition of DSP Group's best-in-class SmartVoice
products to Synaptics' Katana smart vision platform creates a
complete portfolio that can both serve existing customer needs and
address the significant future market. In addition, the
combination further strengthens Synaptics' industry-leading
wireless connectivity portfolio by adding DECT Ultra Low Energy
(ULE), which enables a fully-featured intelligent home security
solution.
"We continue to invest in technologies that tilt our product mix
toward IoT applications," said Michael Hurlston, President and CEO
of Synaptics. "DSP Group's expertise in SmartVoice and ULE wireless
solutions, coupled with Synaptics' leadership position in far-field
speech recognition and IoT directed Wi-Fi/BT combos enables us to
deliver increasingly differentiated solutions to our combined
customer base, while positioning us to lead the transition to AI
enabled devices at the edge of the network."
"We are excited to join forces with Synaptics, a recognized
leader in products for IoT. This combination provides a great
result for our shareholders who have supported us through this
journey, delivering meaningful and certain value," said Ofer
Elyakim, CEO of DSP Group. "Our complementary portfolios together
with the combination of our world-class engineering teams creates
an exciting opportunity for DSP Group's core technology to extend
further into our existing customers' product portfolio."
“The DSP Group board of directors unanimously supports this
transaction as it represents an excellent outcome for our
shareholders," commented Ken Traub, Chairman of the Board of
Directors, DSP Group. “We would like to thank DSP Group’s
management and employees for their dedication to executing our
strategy and congratulate them on this exciting achievement."
Advisors
Goodwin Procter LLP is serving as legal counsel and Barclays is
providing committed financing to Synaptics. Goldman Sachs & Co.
LLC is serving as financial advisor and Morrison & Foerster LLP
is serving as legal counsel to DSP Group.
Webcast and Conference Call Information:
Synaptics will host a teleconference and webcast to discuss the
transaction today, August 30, 2021 at 5:30 AM Pacific Time. To
access the call, dial (833) 614-1539 and enter conference ID
9148606. Join the webcast
at https://edge.media-server.com/mmc/p/p72mphmz.
Supplementary slides and archived webcast of the conference call
will be accessible from the "Investor Relations" section of the
company's website at https://investor.synaptics.com/
About Synaptics Incorporated: Synaptics
(Nasdaq: SYNA) is changing the way humans engage with connected
devices and data, engineering exceptional experiences throughout
the home, at work, in the car, and on the go. Synaptics is the
partner of choice for the world's most innovative intelligent
system providers who integrate multiple experiential technologies
into platforms that make our digital lives more productive,
insightful, secure, and enjoyable. These customers combine
Synaptics' differentiated technologies in touch, display, and
biometrics with a new generation of advanced connectivity and
AI-enhanced video, vision, audio, speech, and security processing.
Follow Synaptics on LinkedIn, Twitter, and Facebook, or visit
synaptics.com. About DSP Group DSP
Group®, Inc. (NASDAQ: DSPG) is a global leader in wireless
chipsets for a wide range of smart-enabled devices. The company was
founded in 1987 on the principles of experience, insight and
continuous advancement which enable the company to consistently
deliver next-generation solutions in the areas of voice, audio,
video and data connectivity. DSP Group, an expert in
voice processing, invests heavily in innovation for the smart
future and designs leading-edge semiconductor technology that is
enabling our customers to develop a new wave of products that bring
enhanced user experiences through innovation. For more
information, visit www.dspg.com.
Additional Information and Where to Find It
In connection with the transaction, DSP Group, Inc. ("DSP
Group") will file relevant materials with the Securities and
Exchange Commission (the "SEC"), including a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the SEC, DSP Group will mail the definitive proxy statement
and a proxy card to each stockholder entitled to vote at the
special meeting related to the transaction. STOCKHOLDERS OF DSP
GROUP ARE URGED TO READ THESE MATERIALS, INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTION THAT DSP GROUP WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT DSP GROUP AND THE TRANSACTION. The preliminary
proxy statement, the definitive proxy statement and other relevant
materials for DSP Group stockholders in connection with the
transaction (when they become available), and any other documents
filed by DSP Group with the SEC, may be obtained free of charge at
the SEC's website (http://www.sec.gov) or at DSP Group's website
(http://www.dspg.com) or by writing to DSP Group at 2055 Gateway
Place, San Jose, California 95110, attention Investor
Relations.
Participants in the Solicitation
DSP Group and certain of its directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from DSP Group's
stockholders with respect to the transaction. Information about DSP
Group's directors and executive officers and their ownership of DSP
Group's common stock is set forth in DSP Group's proxy statement on
Schedule 14A filed with the SEC on April 30, 2021, and subsequent
changes made by such persons on Statements of Changes in Ownership
on Form 4 filed with the SEC. Information regarding the identity of
the participants and their direct and indirect interests in the
transaction will be set forth in the proxy statement and other
materials to be filed by DSP Group in connection with the
transaction.
Legal Notice Regarding Forward-Looking
Statements
This release contains forward-looking statements that are
subject to the safe harbors created under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as
amended. Forward-looking statements give our current expectations
and projections relating to our financial condition, results of
operations, plans, objectives, future performance and business,
including our expectations regarding the proposed transaction
between Synaptics and DSP Group, the expected timetable for
completing the transaction and the potential benefits of the
transaction including expected synergies, and potential impacts on
our business of the COVID-19 pandemic, and can be identified by the
fact that they do not relate strictly to historical or current
facts. Such forward-looking statements may include words such as
"expect," "anticipate," "intend," "believe," "estimate," "plan,"
“target,” “strategy,” “continue,” “may,” “will,” “should,”
variations of such words, or other words and terms of similar
meaning. All forward-looking statements reflect our best judgment
and are based on several factors relating to our operations and
business environment, all of which are difficult to predict and
many of which are beyond our control. Such factors include, but are
not limited to, the possibility that various conditions to the
consummation of the proposed transaction between Synaptics and DSP
Group will not be satisfied or waived, the ability to successfully
integrate the acquired business into Synaptics’ portfolio, the
failure to realize the anticipated benefits of the transaction and
expected synergies related thereto, the adverse impact associated
with the announcement or pendency of the proposed transaction on
the business relationships, operating results and employees of
Synaptics and DSP Group, the risk that our business, results of
operations and financial condition and prospects may be materially
and adversely affected by the COVID-19 pandemic and that
significant uncertainties remain related to the impact of COVID-19
on our business operations and future results; global supply chain
disruptions and component shortages that are currently affecting
the semiconductor industry as a whole; the risks as identified in
the “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Business”
sections of the most recent Annual Report on Form 10-K and the most
recent Quarterly Report on Form 10-Q (including that the impact of
the COVID-19 pandemic may also exacerbate the risks discussed
therein); and other risks as identified from time to time in the
Securities and Exchange Commission reports of Synaptics and DSP
Group. Forward-looking statements are based on information
available to Synaptics and DSP Group on the date hereof, and
neither company has, and each expressly disclaims, any obligation
to publicly release any updates or any changes in expectations, or
any change in events, conditions, or circumstances on which any
forward-looking statement is based. Actual results and the timing
of certain events could differ materially from the forward-looking
statements.
All other marks are the property of their respective owners.
For more information:Synaptics Investor
RelationsMunjal Shahmunjal.shah@synaptics.com
Synaptics Public RelationsSarah
Siripokesarah.siripoke@synaptics.com
DSP Group Investor RelationsTali
Chentali.chen@dspg.com
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