DSP GROUP, INC. ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Agreement and Plan of Merger
On
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"):
? each Share that is issued and outstanding immediately prior to the Effective
Time (other than Shares held in the treasury of the Company, all of which will
be canceled, and Shares held by holders who properly exercise their appraisal
rights under Delaware law) will be automatically converted into the right to
receive the Merger Consideration?
? each Company stock option that is outstanding, vested and unexercised
immediately prior to the Effective Time will be canceled and converted into
the right to receive in cash the excess, if any, of the Merger Consideration
over the exercise price per share of such stock option? provided that, in the
event that the exercise price of any such vested stock option is equal to or
greater than the Merger Consideration, such stock option will be canceled,
without any consideration being payable in respect thereof and have no further
force or effect?
? each Company stock appreciation right (a "Company SAR") that is outstanding,
vested and unexercised immediately prior to the Effective Time will be
canceled and converted into the right to receive in cash the excess, if any,
of the Merger Consideration over the base appreciation price per share of such
Company SAR? provided that, in the event that the base appreciation price of
any such Company SAR is equal to or greater than the Merger Consideration,
such Company SAR will be canceled, without any consideration being payable in
respect thereof and have no further force or effect?
? each Company restricted stock unit (a "Company RSU") that is outstanding and
vested prior to the Effective Time and has not been settled immediately prior
to the Effective Time will be canceled and converted into the right to receive
in cash the Merger Consideration?
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? each Company stock option, Company SAR and Company RSU that is outstanding and
unvested immediately prior to the Effective Time will be canceled and replaced
with a restricted stock unit for Parent common shares. In the case of Company
stock options and Company SARs, the number of restricted stock units for
Parent common shares will be determined by dividing the spread of the Company
stock option or Company SAR by the Parent Stock Price (as defined in the
Merger Agreement). In the case of Company RSUs, the number of restricted stock
units for Parent common shares will be determined using an exchange ratio
designed to preserve the intrinsic value of such Company RSU; and
? each Company performance stock unit that is outstanding and vested prior to
the Effective Time and has not been settled immediately prior to the Effective
Time will be canceled and converted into the right to receive the Merger
Consideration.
Pursuant to the Merger Agreement, the Company will take actions necessary with respect to the Company's Amended and Restated 1993 Employee Stock Purchase Plan (the "ESPP") to provide that, among other things, (i) any ongoing offering period under the ESPP will be terminated prior to the Effective Time, (ii) no new offering period under the ESPP will commence during the period between the date of the Merger Agreement and the Effective Time and (iii) the ESPP will terminate on the date immediately prior to the Effective Time.
The Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and Parent and the Merger Sub, on the other hand. It also contains customary covenants, including covenants providing for each of the Company and Parent to use its reasonable best efforts to cause the Merger to be consummated, and covenants requiring the Company, among other things, (i) to use commercially reasonable efforts to conduct its business in the ordinary course in all material respects, substantially consistent with past practice, during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) not to engage in specified types of transactions during such period and (iii) not to solicit proposals or engage in discussions relating to alternative acquisition proposals or change the recommendation of the Board to the Company's stockholders regarding the Merger Agreement, in each case except as otherwise permitted by the Merger Agreement, including in connection with the compliance by the Board with its fiduciary duties under applicable law. In addition, the Company has agreed to file a proxy statement and cause a special stockholders meeting to be held regarding the adoption of the Merger Agreement, and, subject to certain customary exceptions, that the Board will unanimously recommend that the stockholders of the Company approve the adoption of the Merger Agreement and to not withdraw or modify that recommendation.
Completion of the Merger is subject to customary closing conditions, including (i) adoption of the Merger Agreement by the Company's stockholders, and (ii) the absence of governmental injunctions or other legal restraints prohibiting the Merger. In addition, the obligation of each party to consummate the Merger is conditioned upon, among other things, the accuracy of the representations and warranties of the other party (subject to certain materiality exceptions), and material compliance by the other party with its covenants under the Merger Agreement. Parent's obligation to consummate the Merger is also conditioned on the absence of a "Company Material Adverse Effect," as defined in the Merger Agreement. Parent's obligations under the Merger Agreement are not subject to any financing condition.
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The Merger Agreement may be terminated, subject to the terms and conditions of
the Merger Agreement: (i) by mutual written agreement of Parent and the Company,
(ii) by either Parent or the Company, if a governmental injunction or other
legal restraint in certain jurisdictions prevents the consummation of the
Merger, (iii) by either Parent or the Company, if the requisite vote of the
Company's stockholders has not been obtained or (iv) by either Parent or the
Company upon the other party's uncured material breach of any representation,
warranty, covenant or agreement under the Merger Agreement. The Merger Agreement
may also be terminated by the Company to enter into an agreement with respect to
a superior proposal, subject to specified conditions, and by Parent, if the
Board changes its recommendation regarding the Merger, the Board's
recommendation is not included in the Company's proxy statement for the Merger,
or the Board fails to reaffirm its recommendation in response to an alternative
acquisition proposal. In addition to the foregoing termination rights, and
subject to certain limitations, either party may terminate the Merger Agreement
if the Merger is not consummated by
If the Merger Agreement is terminated under certain circumstances specified in
the Merger Agreement, the Company will be required to pay Parent a termination
fee of
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, the Merger Sub or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the Company, on the one hand, and Parent and the Merger Sub, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Merger Agreement, including information in confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the . . .
ITEM 8.01. OTHER EVENTS
On
Additional Information and Where to Find It
In connection with the proposed Merger, the Company will file relevant materials
with the
BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ
THE MATERIALS THAT THE COMPANY FILES WITH THE
The preliminary proxy statement, the definitive proxy statement and other
relevant materials for the Company's stockholders in connection with the Merger
(when they become available), and any other documents filed by the Company with
the
Participants in the Solicitation
The Company 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 the Company's stockholders with respect to the
proposed Merger. Information about the Company's directors and executive
officers and their ownership of the Company's common stock is set forth in in
the Company's proxy statement on Schedule 14A filed with the
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Cautionary Statement Regarding Forward-Looking Statements
The materials contained herein and referenced thereby contain 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 current expectations and projections relating to
financial condition, results of operations, plans, objectives, future
performance and business by the Company and Parent, including expectations
regarding the proposed Merger, the expected timetable for completing the
proposed Merger and the potential benefits of the proposed Merger, including
expected synergies, 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 the best judgment of the Company and Parent, and are based on
several factors relating to the operations and business environment of the
Company and Parent, all of which are difficult to predict and many of which are
beyond the companies' control. Such factors include, but are not limited to, the
possibility that various conditions to the consummation of the proposed Merger
will not be satisfied or waived, the ability to successfully integrate the
acquired business into Parent's portfolio, the failure to realize the
anticipated benefits of the proposed Merger and expected synergies related
thereto, adverse impact associated with the announcement or pendency of the
proposed Merger on the business relationships, operating results and employees
of the Company and Parent, the risk that the business, results of operations and
financial condition and prospects of the Company and Parent may be materially
and adversely affected by the COVID-19 pandemic and that significant
uncertainties remain related to the impact of COVID-19 on their 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; and other risks as identified from time to time
in the
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
d. Exhibits
Exhibit No. Description
2.1* Agreement and Plan of Merger by and amongDSP Group, Inc. , Synaptics Incorporated andOsprey Merger Sub, Inc. , dated as ofAugust 30, 2021 . 99.1 Joint Press Release ofDSP Group, Inc. and Synaptics Incorporated, datedAugust 30, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement
and Plan of Merger have been omitted and the Company agrees to furnish
supplementally a copy of any such omitted schedules to the
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