SANTA CLARA, Calif., Oct. 31 /PRNewswire-FirstCall/ --
DSP Group, Inc. (Nasdaq: DSPG) is pleased to announce that the spin-off of its
DSP Cores Licensing Division (incorporated as Ceva, Inc.) and the combination
of Ceva with Parthus Technologies plc, to form a new company, ParthusCeva,
Inc., are expected to close on November 1, 2002.
Under the terms of the transaction, DSP Group will distribute all of the
ParthusCeva common stock it holds, which represents 50.1% of the aggregate
shares of ParthusCeva common stock outstanding as of the closing, to its
stockholders as a dividend, and the former shareholders of Parthus will
receive the remaining 49.9% of ParthusCeva's common stock in exchange for
their Parthus shares. ParthusCeva will be an independent, publicly traded
company, listed under the symbol "PCVA" on the Nasdaq National Market and
under the symbol "PCV" on the London Stock Exchange. DSP Group will not
retain ownership of any of the ParthusCeva common stock after the
distribution.
The terms of the dividend are as follows: DSP Group will distribute to
the holders of DSP Group common stock one share of ParthusCeva common stock
for every three shares of DSP Group common stock outstanding as of the close
of business on October 31, 2002, the record date for the distribution. No
fractional share of ParthusCeva common stock will be distributed, DSP Group
stockholders will instead receive cash in lieu of any fraction of a
ParthusCeva share due to them.
No action is required by DSP Group stockholders to receive their
ParthusCeva stock, and they will not be required to pay anything to receive
those shares. DSP Group stockholders who hold their shares in electronic form
will be credited with electronic shares of ParthusCeva in the same account in
which their DSP Group stock is held. Holders of DSP Group share certificates
will receive a certificate for their ParthusCeva shares at the address of
record on file with DSP Group's transfer agent as of the closing.
DSP Group has received a revenue ruling from the Internal Revenue Service
declaring, for US Federal income tax purposes, that the distribution of the
ParthusCeva common stock is tax-free to DSP Group and to its stockholders to
the extent that they receive ParthusCeva common stock. DSP Group will mail a
prospectus to all stockholders entitled to receive ParthusCeva common stock.
The prospectus will describe the new company, the procedure by which the
ratios for the distribution are determined, the risks of holding ParthusCeva
common stock and other details of the transaction.
Pursuant to the anticipated dividend distribution, the price per share of
DSP Group's common stock will trade ex-dividend and will be reduced at the
open of trading on Monday, November 4, 2002,to reflect the value of the
dividend distribution. Prior to that time sales of DSP Group common stock on
NASDAQ will include due bills and the per share price will include the right
to receive the dividend of ParthusCeva shares.
Stockholders with inquiries should contact Yaniv Arieli, President of US
Operations and Investor Relations, DSP Group Inc. at 408-986-4423.
About DSP Group, Inc.
DSP Group, Inc. is a semiconductor fabless company that is a leader in the
wireless residential market. By combining its DSP Core technology with
advanced RF, communication technology and speech-processing algorithms, DSP
Group is a worldwide leader in developing and providing Total Telephony
Solutions(TM). These applications include digital 900MHz, 2.4GHz, DECT and
Bluetooth for residential and automotive applications. DSP Group's advanced RF
CMOS and communications technology provides the company with a clear path to a
Phone-on-a-Chip(TM) solution. DSP Group also develops and markets embedded,
integrated silicon/software solution for Voice-over-Digital-Subscriber Line
(VoDSL), voice-over-Internet-Protocol (VoIP) applications, and other voice
over packet applications for Integrated Access Device (IAD) and IP Phone.
SOURCE DSP Group, Inc.
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Related links:
http://www.dspg.com
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CONTACT:
Yaniv Arieli, President of US Operations and
Investor Relations of DSP Group Inc., +1-408-986-4423
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