DSP Group Issues Letter to Shareholders Regarding Discussions with Starboard

DSP Group

issued today the following letter to its shareholders: March 9, 2013 Dear Fellow Shareholders: During the last several days we had many conversations with Starboard with the goal of avoiding a proxy contest, without granting Starboard the power to dictate or block corporate policies, a resolution which the board of directors does not consider to be in the best interest of DSPG and the vast majority of stockholders. As we reported to you, in light of Starboard's demands we have unfortunately not been able as of yet to achieve such a resolution. However, our March 8, 2013 letter to you did not correctly reflect the last and final position proposed by Starboard. Starboard's proposal included the formation of a new strategic board committee, consisting of four members, two of whom would be Starboard nominees and the chairman of which would be a Starboard nominee as well. Thus, Starboard's control of that committee would be negative control, the ability to prevent it from taking any action, not the ability to compel it to act. We remain committed both to doing the