Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 2, 2021, DSP Group, Inc., a Delaware corporation (the "Company"),
completed its previously announced acquisition by Synaptics Incorporated, a
Delaware corporation ("Parent") pursuant to that certain Agreement and Plan of
Merger (the "Merger Agreement") the Company entered into with Synaptics and
Osprey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent (the "Merger Sub"), on August 30, 2021. The Merger Agreement provides,
subject to its terms and conditions, for the acquisition of the Company by
Parent at a price of $22.00 per share of the Company's common stock, $0.001 par
value per share, in cash, without interest and subject to deduction for any
required withholding tax (the "Merger Consideration"), through the merger of the
Merger Sub with and into the Company (the "Merger"), with the Company surviving
the Merger as a wholly owned subsidiary of Parent.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby, including the Merger, is not complete and is subject to
and qualified in its entirety by reference to the Merger Agreement, a copy of
which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission (the "SEC") on August 30,
2021 and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the
NASDAQ Stock Market ("NASDAQ") that each outstanding share of the Company's
common stock was converted into the right to receive the Merger Consideration
and requested that NASDAQ withdraw the listing of the Company's common stock.
Upon the Company's request, NASDAQ is expected to file a notification of removal
from listing on Form 25 with the SEC with respect to the delisting of the
Company's common stock. The Company's common stock will cease being traded prior
to the opening of the market on December 3, 2021, and will no longer be listed
on NASDAQ. In addition, the Company intends to file with the SEC a Form 15
requesting that the reporting obligations of the Company under Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on
Form 8-K are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, all of the directors of
the Company at the Effective Time ceased to be directors of the Company.
Also immediately prior to the Effective Time, each of Ofer Elyakim, Chief
Executive Officer, Dror Levy, Chief Financial Officer and Secretary, and Tali
Chen, Chief Business Officer were terminated by the Company.
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