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MoFo Advises DSP Group in Sale to Synaptics

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Morrison & Foerster advised DSP Group, Inc. (NASDAQ: DSPG) (“DSP Group”), a leading global provider of voice and wireless chipset solutions for converged communications, in connection with its sale to Synaptics Incorporated (NYSE: SYNA)

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Morrison & Foerster advised DSP Group, Inc. (NASDAQ: DSPG) (“DSP Group”), a leading global provider of voice and wireless chipset solutions for converged communications, in connection with its sale to Synaptics Incorporated (NYSE: SYNA) (“Synaptics”), in an all cash deal for $22 per share. Goldman Sachs was financial advisor to DSP Group.The MoFo deal team advising DSP Group was led by San Francisco corporate partner Jackie Liu, together with Tokyo partner Leo Aguilar and San Francisco associate James Lee, with invaluable advice from San Francisco partner Michael O’Bryan. The wider team included San Francisco technology transactions partner Rufus Pichler and of counsel Susanne Petersen; Washington, D.C. antitrust partner Jeff Jaeckel and associate Kerry Jones; San Francisco executive compensation partner Amanda Hines Gold; San Francisco tax of counsel Joy MacIntyre, New York associate Katherine Erbeznik, and San Francisco associate John O’Neill; New York privacy and data security partner Kristen Mathews; Palo Alto labor and employment of counsel Oswald Cousins and Los Angeles associate Neil Tyler; and Washington, D.C. national security of counsel Panagiotis Bayz. Read more in DSP Group's <a target="_blank" href="https://www.globenewswire.com/news-release/2021/08/30/2288257/0/en/Synaptics-to-Acquire-DSP-Group-Expanding-Leadership-in-Low-Power-AI-Technology.html">press release</a>.

MoFo Advises DSP Group in Sale to Synaptics

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Jackie engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice.She has more than 20 years of experience in advising public companies on corporate governance matters, including director and officer fiduciary duties, board “best practices,” disagreements between board and management, succession planning, investor relations, and advises boards and special committees in connection with conflicts of interest matters, proxy contests and other corporate control efforts. Jackie is outside general counsel to a number of public companies with whom she has worked for over 20 years and provides big‑picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations. Jackie has lectured at seminars and conferences and written articles on various corporate governance and securities law matters.Jackie also represents a number of public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to complex multibillion-dollar transactions. In addition, she has been involved in a number of complex cross-border transactions in Asia, Australia and Europe. Her knowledge of U.S. SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. She additionally works with a number of well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.Jackie formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers.In 2018, Jackie received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law. She was named the 2013 Legal Advisor of the Year by M&A Advisor. She was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014 and, in 2018, recommended for M&A/Corporate and Commercial: M&A Large Deals ($1bn+).She was born in Shanghai, China. She is fluent in Mandarin Chinese.She is a member of the California State Bar and the Bar Association of San Francisco. She is a board member of the Foundation of City College of San Francisco. Jackie is also a member of our global ESG + Sustainability steering committee.During her tenure at Harvard Law School, she served as the co-editor of the Harvard Law Record.<h4>Rankings</h4>Recommended for M&A: Large Deals ($1bn+) Legal 500 US 2019

Jackie Liu

Partner

Mike advises on U.S. and international mergers, acquisitions, divestitures, and other strategic transactions, including “going private” and other related-party transactions. He has advised companies, boards, and special committees, as well as investment banks, in both negotiated and contested transactions. He works with clients across a variety of industries, including in the technology, software, telecommunications, agtech, consumer, and healthcare/life sciences sectors.Mike has been ranked in numerous publications including Chambers USA, The Legal 500, and Best Lawyers in America. Clients in The Legal 500 describe Mike as “a very seasoned M&A lawyer with a depth of technical expertise.” He has been recognized for M&A by Best Lawyers in America every year since 2013, and in 2021 the publication named him a “Lawyer of the Year” for M&A. He has also been recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.Before moving to San Francisco, he worked in the firm’s Tokyo office for four years. Prior to joining Morrison & Foerster, he worked at a Japanese law firm for two years, concentrating on cross–border transactions. He serves on the board of directors of the Japan Society of Northern California.Mike is the chair of the American Bar Association’s M&A Committee, where he also served as co-editor of the Model Tender Offer Agreement, on the editorial board for the Model Public Company Merger Agreement, and as the editor of the Annual Survey of M&A Cases. He also has served on M&A advisory boards, such as the Law360 M&A editorial board and the Thomson Reuters Accelus Business Law Partner advisory board. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee. He is the author or co-author of numerous articles and speaks regularly on M&A and related topics. He leads efforts around the firm’s annual Key M&A Trends report, recognized as a “Top Read Article” by JD Supra Readers’ Choice Awards.

Michael G. O'Bryan

Jeff has notable experience representing public and private corporations in connection with their most significant and complicated antitrust litigation in federal and state courts. He regularly represents clients in all antitrust aspects of complicated transactional matters, including strategy and structuring of transactions to avoid antitrust risk and achieve strategic business objectives, and U.S. and multinational merger notification and review. Jeff also represents domestic and international companies in connection with government investigations of conduct, including civil investigations relating to monopolization or criminal investigations of alleged price-fixing. Jeff also assists clients in the protection of their intellectual property and counsels clients on the antitrust ramifications of commercial agreements to capitalize on the value of intellectual property.Jeff represents clients across a range of industries, including pharmaceuticals and medical devices, semiconductors, software, Internet services, transportation, consumer products, telecommunications, and media and entertainment.In addition to his active practice, Jeff is Morrison Foerster’s Vice Chair. Jeff formerly served as co-chair of Morrison Foerster’s Global Antitrust Law Practice Group and as a member of the firm’s Board of Directors, and co-chair of the firm’s eDiscovery Task Force.Jeff serves as an associate editor of the Antitrust Magazine of the American Bar Association Antitrust Section. He graduated with honors and was a member of Omicron Delta Epsilon, the international honor society in Economics. He was a writing staff member for the Wisconsin Environmental Law Journal, and was elected to Order of the Coif.

Jeff Jaeckel

Vice Chair

Kerry Jones is Of Counsel in the Litigation Department of Morrison Foerster’s Washington, D.C. office with a focus on antitrust matters. Her practice includes supporting clients across the spectrum of antitrust and competition law matters, such as strategic counseling to manage antitrust risks, Hart-Scott-Rodino premerger notification filings, gun jumping and merger clearance advocacy, internal investigations, and antitrust litigation. Kerry has experience representing clients across a variety of industries, including telecommunications, semiconductors and other high technology markets, online platforms, transportation, financial services and life sciences. She has experience representing domestic and multinational companies in federal courts.Kerry received her J.D. from the University of Virginia School of Law, where she served on the editorial board of the Virginia Journal of Law and Politics. Kerry is admitted to practice in Virginia and Washington, D.C.<h4>Representative Experience</h4>Kerry has supported clients in all phases of the antitrust review process including:<ul><li>Sprint Corp. and SoftBank Group, the controlling shareholder of Sprint, in the landmark $59 billion merger of Sprint and T-Mobile US, Inc. The deal is one of the largest telecommunications deals in history.</li><li>SoftBank Group in its $4.4 billion investment in WeWork, and later its $10 billion investment in the company</li><li>SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber</li><li>Sekisui House in its $4.9 billion acquisition of M.D.C. Holdings</li><li>Unity Software in its $4.4 billion acquisition of ironSource</li><li>Mobileye in its $15.3 billion acquisition by Intel</li><li>Axalta Coating Systems in its purchase of assets divested in connection with the Federal Trade Commission's review of an acquisition in its industry</li><li>Boyd Gaming Corporation in its acquisition of three casinos and in its purchase of assets divested in connection with the Federal Trade Commission’s review of an acquisition in its industry</li><li>ON Semiconductor in its $2.5 billion acquisition of Fairchild Semiconductor</li></ul>

Kerry Jones

Of Counsel

John O’Neill is an associate in the San Francisco office of Morrison & Foerster and a member of the firm’s Executive Compensation practice.John’s practice focuses on executive compensation matters including designing, drafting and negotiating executive employment agreements, administering equity incentive plans and awards, and handling executive compensation and employee benefits aspects of mergers and acquisitions, restructurings and financings. He regularly assists public and private companies in navigating tax (particularly Sections 280G and 409A) and securities law issues related to employee benefit plans and executive compensation.Mr. O’Neill earned his J.D. from University of California Hastings College of the Law and holds a B.A. in political science from the University of Arizona. Prior to joining the firm, Mr. O’Neill was with a Big Four accounting firm, where he focused on U.S. federal income tax considerations in connection with domestic and cross-border mergers and acquisitions.

John O'Neill

Associate

Mergers + Acquisitions