ITEM 8.01. OTHER EVENTS



On October 25, 2021, DSP Group, Inc., a Delaware corporation (the "Company")
filed a Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") with
the Securities and Exchange Commission ("SEC") in connection with an Agreement
and Plan of Merger (the "Merger Agreement") the Company entered into with
Synaptics Incorporated, a Delaware corporation ("Parent"), 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
(each, a "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 Company's Board of
Directors (the "Board") has unanimously approved the Merger and the Merger
Agreement and recommended that stockholders adopt the Merger Agreement. The
special meeting of the stockholders of the Company (the "Special Meeting") will
be held virtually on November 29, 2021, at 1:00 p.m. Pacific Time, to act on the
proposal to approve the Merger and adopt the Merger Agreement, as disclosed in
the Proxy Statement.

Subject to satisfaction of all terms and conditions to closing as set forth in
the Merger Agreement, the Company currently anticipates that the completion of
the Merger will occur on or about December 2, 2021.

Between October 14 and November 17, 2021, the following lawsuits were filed
against the Company and its directors: (1) Stein v. DSP Group, Inc. et al.,
1:21-cv-08474 in the United States District Court for the Southern District of
New York? (2) Waterman v. DSP Group, Inc. et al., 1:21-cv-01495 in the United
States District Court for the District of Delaware? (3) Stewart v. DSP Group,
Inc. et al., 1:21-cv-05948 in the United States District Court for the Eastern
District of New York? (4) Wetton v. DSP Group, Inc. et al., 3:21-cv-08484 in the
United States District Court for the Northern District of California; (5) Walker
v. DSP Group, Inc. et al., 1:21-cv-01578 in the United States District Court for
the District of Delaware; (6) Justice v. DSP Group, Inc. et al., 2:21-cv-04923
in the United States District Court for the Eastern District of Pennsylvania;
(7) Jones v. DSP Group, Inc. et al., 5:21-cv-08743 in the United States District
Court for the Northern District of California; and (8) Smith v. DSP Group, Inc.
et al., 1:21-cv-01624 in the United States District Court for the District of
Delaware. If additional similar complaints are filed, absent new or different
allegations that are material, the Company will not necessarily announce such
additional filings.

The complaints each allege that the Preliminary Proxy Statement the Company
filed on October 13, 2021 and/or the Proxy Statement omitted material
information that rendered them false and misleading. As a result of the alleged
omissions, the lawsuits seek to hold the Company and its directors liable for
violating Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-9 promulgated thereunder, and additionally seek to
hold the Company's directors liable as control persons pursuant to Section 20(a)
of the Exchange Act. The complaints seek, among other relief, an injunction
preventing the closing of the Merger, rescission of the Merger Agreement or any
of its terms to the extent already implemented, an award of rescissory damages,
and an award of attorneys' and experts' fees. The Company believes that the
lawsuits are without merit and that no supplemental disclosures are required
under applicable law. However, in order to avoid nuisance, potential expense and
delay from the lawsuits and to provide additional information to the
stockholders of the Company, and without admitting any liability or wrongdoing,
the Company has determined to voluntarily supplement the Proxy Statement with
the disclosures set forth herein. Nothing in this Current Report on Form 8-K
shall be deemed an admission of the legal necessity or materiality under
applicable law of any of the disclosures set forth herein. The Company
specifically takes the position that no further disclosure of any kind is
required to supplement the Proxy Statement under applicable law.

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Supplement to Proxy Statement



The following supplemental disclosures should be reviewed in conjunction with
the disclosures in the Proxy Statement, which should be carefully read in its
entirety. To the extent information set forth herein differs from or updates
information contained in the Proxy Statement, the information contained herein
supersedes the information contained in the Proxy Statement. Any defined terms
used but not defined herein have the meanings set forth in the Proxy Statement.
Paragraph and page references used herein refer to the Proxy Statement before
any additions or deletions resulting from the supplemental disclosures. Unless
stated otherwise, the revised text in the supplemental disclosures is underlined
to highlight the supplemental information being disclosed.

The disclosure in the section entitled "Background of the Merger," beginning on page 30 of the Proxy Statement, is hereby amended by replacing the fifth paragraph on page 33 with the following:



Between June 9, 2021, and June 13, 2021, representatives of the Company and
Synaptics negotiated the mutual non-disclosure and confidentiality agreement. On
June 13, 2021, the Company and Synaptics executed the mutual non-disclosure and
confidentiality agreement with standstill and customer and employee
non-solicitation provisions. By its terms, the standstill provision did not
prevent Synaptics from making a competing proposal in the event of a public
announcement of a merger with another interested party or the launch of a tender
offer by another interested party that was not supported by the Company's Board.

The disclosure in the section entitled "Background of the Merger," beginning on page 30 of the Proxy Statement, is hereby amended by replacing the second paragraph on page 34 with the following:



Between June 18, 2021, and June 20, 2021, representatives of the Company and
Party A negotiated a mutual non-disclosure and confidentiality agreement. On
June 21, 2021, the Company and Party A executed a mutual non-disclosure and
confidentiality agreement with standstill and customer and employee
non-solicitation provisions. The standstill provision terminated in accordance
with its terms upon the public announcement of the Company's entry into a merger
agreement.

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The disclosure in the section entitled "Background of the Merger," beginning on page 30 of the Proxy Statement, is hereby amended by replacing the last paragraph on page 34 with the following:



On June 23, 2021, the Board held a virtual meeting, together with the Company's
management and representatives of Goldman Sachs and MoFo. At the meeting, Mr.
Elyakim and other members of management provided the Board with an updated
annual operating plan for 2021 that projected increased revenues and EBITDA for
fiscal year 2021 in light of strong backlog for products within the Company's
IoAT businesses and tight supply chain management, as well as management's
forecast for fiscal years 2021 through 2026, which incorporated the updated
projections reflected in the updated 2021 annual operating plan. The same
forecast had been provided to Synaptics for the years 2021 through 2024 on
June 16, 2021. The forecast was substantially similar to the forecast that had
been presented to and discussed with the Board at prior meetings earlier in the
year, reflecting minor updates by management. Following discussion with
management, the Board approved the management projections and authorized use of
the management projections in connection with the Company's strategic review,
including by Goldman Sachs in its financial analyses. Mr. Elyakim updated the
Board on the management presentation made to representatives of Synaptics on
June 16, 2021 and the management presentation made to representatives of Party A
on June 21, 2021. At the meeting, Goldman Sachs provided an update on the
responses by the seven companies that Goldman Sachs had contacted, noting which
three companies communicated no interest (Parties C, D and E), two others from
whom Goldman Sachs was awaiting a response (Parties F and G), one company that
expressed interest and was in the process of negotiating a non-disclosure and
confidentiality agreement with the Company (Party B), and one company that
executed a non-disclosure and confidentiality agreement and had received a
management presentation (Party A). Goldman Sachs also presented its preliminary
financial analysis of Synaptics' proposal. A representative of MoFo reviewed
with the Board the fiduciary duties of the directors in connection with the
sales process. The Board discussed the potential risks and benefits of
continuing to pursue the Company's operational plan as a standalone company and
the potential risks and benefits of engaging in a strategic transaction. The
Board further discussed with management of the Company and representatives of
Goldman Sachs the appropriate counterproposal to Synaptics. After the
representatives of Goldman Sachs left the meeting, and following further
discussion and consideration of the advice of Goldman Sachs and MoFo, and after
reviewing the Company's prospects as a standalone company, the Board directed
Mr. Elyakim to deliver a counterproposal of $23.50 per share in cash. Management
was reminded not to discuss any potential post-closing roles or the terms of any
potential post-closing employment involving management of the Company. The Board
discussed the need to continue to engage with the other identified parties that
might be both interested in, and capable of, acquiring the Company at a price
per share equal to or greater than the price offered by Synaptics.

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The disclosure in the section entitled "Background of the Merger," beginning on page 30 of the Proxy Statement, is hereby amended by replacing the fifth paragraph on page 35 with the following:



On June 28, 2021, the Company and Party B executed a mutual non-disclosure and
confidentiality agreement with standstill and customer and employee
non-solicitation provisions. The standstill provision terminated in accordance
with its terms upon the public announcement of the Company's entry into a merger
agreement.

The disclosure in the section entitled "Opinion of the Company's Financial Advisor," beginning on page 46 of the Proxy Statement, is hereby amended by replacing the first paragraph on page 49 with the following:



Illustrative Discounted Cash Flow Analysis. Using the management projections,
Goldman Sachs performed an illustrative discounted cash flow analysis on the
Company.  Using discount rates ranging from 8.0% to 9.0%, reflecting estimates
of the Company's weighted average cost of capital, Goldman Sachs discounted to
present value as of June 30, 2021 (i) estimates of unlevered free cash flow for
the Company for the years 2021 through 2026 as described in the section entitled
"- Unlevered Free Cash Flow" beginning on page 46, and (ii) a range of
illustrative terminal values for the Company, which were calculated by applying
perpetuity growth rates ranging from 2.5% to 3.5% to a terminal year estimate of
the unlevered free cash flow to be generated by the Company of $43M, as
described in the section above entitled "Unlevered Free Cash Flow", as reflected
in the management projections (which analysis implied exit terminal year EBITDA
multiples ranging from 2.9x to 4.2x). Goldman Sachs derived such discount rates
by application of the Capital Asset Pricing Model, which requires certain
company-specific inputs, including the company's target capital structure
weightings, the cost of long-term debt, after-tax yield on permanent excess
cash, if any, future applicable marginal cash tax rate and a beta for the
company, as well as certain financial metrics for the United States financial
markets generally.  The range of perpetuity growth rates was estimated by
Goldman Sachs utilizing its professional judgment and experience, taking into
account the management projections and market expectations regarding long-term
real growth of gross domestic product and inflation.  Goldman Sachs derived
ranges of illustrative enterprise values for the Company by adding the ranges of
present values it derived above.  Goldman Sachs then added the Company's current
net cash ($129 million, per Company management) to derive a range of
illustrative equity values for the Company.  Goldman Sachs then divided the
range of illustrative equity values it derived by 25.7 million (which is the
number of fully diluted outstanding shares of the Company as of August 27, 2021,
as approved by the management of the Company1) to derive a range of illustrative
present values per share ranging from $14.90 to $23.80.

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1 Fully diluted outstanding shares were calculated using 24.2 million basic
shares outstanding plus 1.5 million fully diluted options and restricted stock
units. Fully diluted options and restricted stock units were calculated using
1.65 million total restricted stock units, options, performance stock units, and
stock appreciation rights applying a weighted average strike price of $1.90 for
options and stock appreciation rights using the treasury stock method.

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The disclosure in the section entitled "Opinion of the Company's Financial Advisor," beginning on page 46 of the Proxy Statement, is hereby amended by replacing the second paragraph on page 49 with the following:



Illustrative Present Value of Future Share Price Analysis.  Goldman Sachs
performed an illustrative analysis of the implied present value of the future
price per share of the Company common stock, which is designed to provide an
indication of the present value of a theoretical future value of a company's
equity as a function of such company's financial multiples.  For this analysis,
Goldman Sachs used the revenue for fiscal years 2021 to 2024 set forth in the
management projections.  Goldman Sachs first multiplied the revenue for fiscal
years 2021 to 2024 set forth in the management projections by an illustrative
range of enterprise value to forward revenue multiples of 2.0x to 3.0x to
determine implied per share future equity values of the Company common stock
estimates for each of the fiscal years 2021 to 2024.  These illustrative
multiple estimates were derived by Goldman Sachs utilizing its professional
judgment and experience, taking into account current enterprise value / next
twelve months revenue (which we refer to as EV / NTM Revenue) multiples for the
Company and the selected companies (as referenced below under "Selected
Companies Analysis") and the average one- and five-year historical EV / NTM
Revenue multiples of the Company and the selected companies (in each case, as
described below).  Goldman Sachs then added the assumed amount of the Company's
net cash as of December 31 for each of the fiscal years 2021 to 2024 set forth
in the management projections to calculate a range of illustrative equity values
for the Company. Goldman Sachs then divided this range of illustrative equity
values by the number of the Company's estimated fully diluted shares as of
December 31, adjusted for share repurchases for each of the fiscal years 2021 to
2024, as provided by the management of the Company, to calculate a range of
illustrative future equity values per share for the Company. The estimated fully
diluted share counts as of December 31 utilized by Goldman Sachs for each of
fiscal years 2021, 2022, 2023 and 2024, were, respectively, 25.3 million, 24.9
million, 24.5 million and 24.0 million, which were calculated using information
provided by management. These implied per share future equity values for the
twelve-month periods ending on December 31, 2021, December 31, 2022, December
31, 2023, and December 31, 2024, respectively, were then discounted to August
27, 2021, using an illustrative discount rate of 8.5%, reflecting an estimate of
the Company's cost of equity Goldman Sachs derived such discount rate by
application of the Capital Asset Pricing Model, which requires certain
company-specific inputs, including a beta for the company as well as certain
financial metrics for the United States and Israel financial markets generally.
This analysis resulted in a range of implied present values of $16.90 to $24.20
per share of the Company common stock.

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The disclosure in the section entitled "Opinion of the Company's Financial Advisor," beginning on page 46 of the Proxy Statement, is hereby amended by adding the following language after the chart that appears on page 50:

Goldman Sachs also reviewed, among other information, the following metrics for each of the selected companies:



                                           2021E-
                                           2023E
                                           Revenue        2019-2021E
                                           Compound       Revenue
                                           Annual         Compound
                                           Growth         Annual            2022E Gross      2022E EBITDA
                                           Rate 2         Growth Rate       Margin           Margin
Cirrus Logic, Inc.                                3.0 %           29.3 %            49.9 %           24.7 %
Impinj, Inc.                                     22.3 %           18.0 %            50.6 %            2.4 %
Knowles Corporation                               6.1 %            2.1 %            41.0 %           24.9 %
MaxLinear Inc.                                    7.7 %          171.9 %            60.5 %           29.4 %
Nordic Semiconductor                             31.4 %          101.1 %            48.5 %           18.9 %
Pixelworks, Inc.                                 25.0 %          (22.0 )%           54.5 %            N/A
Realtek Semiconductor Corp.                       7.3 %           69.5 %            47.5 %           17.4 %
Semtech Corporation                              10.7 %           10.0 %            62.4 %           30.2 %

Additional Information and Where to Find It



In connection with the Merger, the Company filed the Proxy Statement and mailed
such materials and a proxy card to each stockholder of record as of October 18,
2021. 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 THE COMPANY HAS FILED OR WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE TRANSACTION. The Proxy Statement and other relevant
materials for the Company's stockholders in connection with the Merger, and any
other documents filed by the Company with the SEC, may be obtained free of
charge at the SEC's website (http://www.sec.gov) or at the Company's website
(http://www.dspg.com) or by writing to the Company at 2055 Gateway Place, San
Jose, California 95110, attention Investor Relations.

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2 2021E-20221E revenue growth rates were used instead of 2021E-2023E revenue compound annual growth rate, where data for 2023E was unavailable.


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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
Merger. Information about the Company's directors and executive officers and
their ownership of the Company's common stock, as well as their direct and
indirect interests in the transaction, are set forth in the Proxy Statement, and
subsequent changes made by such persons on Statements of Changes in Ownership on
Form 4 filed with the SEC.

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