Synaptics Incorporated entered into an Agreement and Plan of Merger to acquire DSP Group, Inc. for approximately $560 million.
August 29, 2021
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Synaptics Incorporated (NasdaqGS:SYNA) entered into an Agreement and Plan of Merger to acquire DSP Group, Inc. (NasdaqGS:DSPG) for approximately $560 million on August 30, 2021. At the Effective Time, as a result of the Merger and except as otherwise provided in the Merger Agreement, each share of DSPG's common stock issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive $22.00 in cash without interest. The Company intends to finance the transaction through a combination of cash on hand and debt financing. The Company has received a customary commitment for incremental debt financing from Barclays in support of the transaction, which incremental term loan facility will be incurred under its existing senior credit facility. Synaptics have received a customary commitment for incremental debt financing for $600.0 million in support of the transaction, which incremental term loan facility will be incurred under our existing senior credit facility. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, DSP will be required to pay Synaptics a termination fee of $19.774 million.
Each party's obligation to consummate the transaction pursuant to the Merger Agreement is subject to a number of conditions as set forth therein, including, among others, (i) the receipt of DSPG stockholder approval of the Merger and adoption of the Merger Agreement, (ii) the accuracy of the representations and warranties of the parties (subject to certain materiality qualifiers), (iii) performance in all material respects by each of the parties of its obligations and covenants, and (iv) absence of any material adverse effect, as defined in the Merger Agreement. The Merger Agreement also contains certain termination rights for both the Company and DSPG. The agreement is unanimously approved by the boards of directors of both companies. The special meeting of the stockholders of DSP Group, Inc. will be held on Monday, November 29, 2021. The transaction is expected to close in the Company's second fiscal quarter of 2022 (the fourth calendar quarter of 2021). As of November 19, 2021, DSP Group currently anticipates that the completion of the Merger will occur on or about December 2, 2021.
Micheal J. Reagan and Joshua M. Zachariah of Goodwin Procter LLP is serving as legal counsels and Barclays is providing committed financing to Synaptics. Goldman Sachs & Co. LLC is serving as financial advisor and fairness opinion provider and Jaclyn Liu and Leopoldo Aguilar of Morrison & Foerster LLP are serving as legal counsels to DSP Group. Alliance Advisors acted as proxy solicitor to DSP Group. DSP Group will pay the proxy solicitor a fee of $32,000, plus reimbursement of related expenses.
Synaptics Incorporated is a developer and fabless supplier of mixed signal semiconductor solutions. The Company delivers complete chip, firmware and software semiconductor solutions that allow its customers to integrate advanced functions into their end products. It serves Internet of things (IoT), personal computer and mobile markets. Its IoT market solutions consist of wireless connectivity (Wi-Fi, Bluetooth and global positioning system, or GPS) products, System-on Chip (SoC), products, display and touch-integrated circuits for use in automobiles, and a range of audio and video products and solutions. It provides custom and semi-custom product solutions for navigation, cursor control, and access to devices or applications through fingerprint authentication, and human presence detection solutions, for many of the PC OEMs. Its mobile product applications include smartphones, tablets, large touchscreen applications, as well as a variety of mobile, handheld, and entertainment devices.