Both ISS And Glass Lewis Recommend DSP Group Stockholders - Vote On GOLD Proxy Card FOR Management Nominees

  • Glass Lewis Recommends Vote FOR ALL Management Nominees
  • ISS Recommends Vote FOR Management Nominees, Limon and Regev
  • ISS and Glass Lewis REJECT Starboard's Full Slate of Nominees and Question Value of Additional Starboard Representation
  • The Company Urges Stockholders to Vote FOR Durable Value Creation by Electing ALL DSP Group Nominees on GOLD Proxy Card Today

SAN JOSE, Calif., June 3, 2013 (GLOBE NEWSWIRE) -- DSP GroupĀ®, Inc. (Nasdaq:DSPG) a leading global provider of wireless chipset solutions for converged communications, announced today that Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), the two leading independent proxy advisory firms, have both issued reports recommending that DSP Group's stockholders vote on the GOLD proxy card FOR management nominees and REJECT the directors nominated by Starboard Value LP.

Following its analysis of Starboard's proposal, ISS questioned the value of additional Starboard representation on DSP Group's Board, stating that " the dissidents have not made a compelling case that further change to the composition of the board is needed . As such, ISS recommends shareholders vote the GOLD proxy card FOR the management nominees Limon and Regev ." ISS also commented that " further change to the composition of the board is not warranted at this time. " Glass Lewis made it perfectly clear that it failed to see "why three additional dissident nominees are needed at this time, or how exactly they would result in a superior outcome for shareholders. Based on these factors, we believe shareholders should support the re-election of the board's nominees ." Moreover, Glass Lewis recommends that stockholders vote the GOLD card for the company's nominee, Eliyahu Ayalon . Patrick Tanguy, the newly-elected Chairman of the Board said, "Eli has joined enthusiastically with the independent directors to lead the governance and operational improvements implemented by the DSP Group Board in the last 18 months." "He orchestrated the settlement with Starboard in 2012 and participated in negotiations in connection with this year's meeting. Although we were unable to avoid a proxy fight, the terms of the recent-settlement proposed by Eli and the Board offered a more-than-fair proposition to Starboard. He remains a tireless advocate for DSP Group's stockholders, working in collaboration with the other directors and the Company's management. He took a leading role in working with stockholders to elect a replacement for Mr. Yair Shamir earlier this year when he was elected to the Israeli Knesset and wholeheartedly endorsed the election of Gabi Seligsohn at the suggestion of Senvest, our third largest shareholder," Mr. Tanguy added. In its report, Glass Lewis stated, "Over the last six quarters, the Company has successfully executed on its turnaround and growth strategy. Currently, we believe the board's plan is more likely to result in greater shareholder value than a potential sale of the Company, which until recently was the Dissident's only strategic suggestion . In light of the latest results, which the board believes will result in greater value than a sale of the Company, we believe shareholders should allow the board the opportunity to continue executing on its strategic plan. "

Glass Lewis, also stated: "We are optimistic about the present opportunities facing the Company and we are confident in management and the board as currently constructed to continue executing on the strategic plan . The Company is already executing on its strategic plan, including cost reductions and new product and market growth. We believe management's stand-alone plan is compelling and agree that now is not the time to push for a sale of the Company ."

Ofer Elyakim, Chief Executive Officer, said, "We believe these positive recommendations for the reelection of the DSP Group slate of directors and a rejection of all additional Starboard nominees by the two leading independent proxy advisory firms reflect a vote of confidence in the current Board and the strategic direction in which the Company is headed. Both proxy advisors questioned the value of additional Starboard representation for stockholders and recognized that Starboard failed to make a compelling case that further change at the Board level is necessary."

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