Date Of Shareholder And Optionholder Meetings Of Parthus To Give Effect To The Combination Of Parthus And Ceva
Dublin and Santa Clara, Calif. - 30 August 2002 - Parthus
Technologies plc ("Parthus") (LSE: PRH, Nasdaq: PRTH), DSP Group, Inc.
("DSPG") (Nasdaq: DSPG) and Ceva, Inc ("Ceva") jointly announce further
progress in the proposed combination of Parthus with Ceva, announced on 5
April 2002, ("Combination"):
The Irish High Court has now directed that the requisite
shareholder and optionholder meetings to approve the Scheme of
Arrangement ("Scheme"), which is required to give effect to the
Combination, be held on 26 September 2002.An Extraordinary General Meeting of Parthus will also be held
on 26 September 2002 in connection with the Combination.Subject, inter alia, to the approval of the Scheme at those
meetings and thereafter by the Irish High Court, it is anticipated that
the Combination will be completed before the end of October 2002.The formal documentation to give effect to the Scheme,
including a Parthus shareholder circular, will be distributed to Parthus
shareholders during the first week of September 2002.
Parthus, DSPG and Ceva also announce that the terms of the Combination
have been amended to eliminate the payment of an aggregate of US$100,000
to Parthus shareholders. The other material terms of the Combination
remain unchanged, including the proposed repayment of US$60 million
(approximately C61 million or GBP 39 million) to Parthus shareholders.
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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.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE
SEC
Ceva, Inc. has filed a Registration Statement
on Form S-1 (File no. 333-97353) in connection with the transaction with
the Securities and Exchange Commission on July 30, 2002. The Registration
Statement contains important information about Ceva, the transaction and
related matters. Investors and security holders are urged to read the
Registration Statement carefully. Investors and security holders are able
to obtain free copies of the Registration Statement and other documents
filed with the SEC by Ceva through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders are able to
obtain free copies of the Registration Statement from Ceva by contacting
Yaniv Arieli at (408) 986-4423.
A PDF copy of this press release is also available
here.