Combination of Parthus and Ceva - Irish High Court Approves Scheme of Arrangement; Date of Closing of Combination to be Announced
Dublin and Santa Clara, Calif. - 21 October 2002 - Parthus
Technologies plc ("Parthus") (LSE: PRH, NASDAQ: PRTH), DSP Group, Inc.
("DSPG") (NASDAQ: DSPG) and Ceva, Inc ("Ceva") jointly announce that today
the High Court of Ireland approved the scheme of arrangement, including
the capital repayment, (the "Scheme") as set out in the notices included
in the circular to shareholders and option holders dated 2 September 2002.
Pursuant to the Scheme, Parthus and Ceva will combine to form ParthusCeva,
Inc., and Parthus will distribute an aggregate capital repayment of $60
million to its existing shareholders.
The parties are currently finalizing approvals from the U.S. Securities
and Exchange Commission and the United Kingdom Listing Authority, and
expect that the transaction will close and trading of the common stock of
ParthusCeva on NASDAQ and the London Stock Exchange will begin following
receipt of these final approvals. Trading in Parthus ordinary shares on
the London Stock Exchange and Parthus American Depositary Shares on NASDAQ
will continue until a closing date is fixed. The parties will announce the
date of closing as soon as it has been determined.
About ParthusCeva, Inc.
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Safe Harbor Statement
The directors of Parthus accept responsibility for the
information contained in this announcement relating to the Parthus group,
the directors of Parthus, their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of
the directors of Parthus (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of DSPG and the directors of Ceva accept
responsibility for the information contained in this announcement other
than that relating to the Parthus group, the directors of Parthus, their
immediate families, related trusts and persons connected with them. To the
best of the knowledge and belief of the directors of DSPG and Ceva (who
have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement does not constitute an offer to sell or
issue, or a solicitation of any offer to purchase or subscribe for any
shares in DSPG, Ceva or Parthus nor shall it form the basis of, or be
relied upon in connection with, any contract for such purchase or
subscription. No representation or warranty, express or implied, is made
or given by DSPG, Ceva or Parthus as to the accuracy or completeness of
the information or the opinions contained in this announcement and no
liability is accepted for any such information or opinions.