ON Semiconductor to acquire Quantenna Communications

Acquisition and creation of a platform to address the application of the industrial and automotive markets

The main highlights of the transaction:

Combine the advantages of the two companies to achieve entry into the automotive and industrial low-power connection market

Combine ON Semiconductor's expertise in power management and Bluetooth technology with Quantenna's Wi-Fi and software capabilities

Immediately increase non-GAAP earnings per share and available cash flow

ON Semiconductor announced on March 27 that the two parties had reached a definitive agreement on the acquisition of Quantenna by ON Semiconductor, which will acquire Quantenna for $24.50 per share in cash. The purchase price represents Quantenna's equity value of approximately $1.07 billion and the company's value of approximately $936 million. It has taken into account Quantenna's net cash of approximately $136 million at the end of the fourth quarter of 2018. The acquisition significantly enhances ON Semiconductor's lineup of connectivity products by adding Quantenna's industry-leading Wi-Fi technology and software expertise.

Keith Jackson, President and CEO of ON Semiconductor, said: "We are very pleased to welcome Quantenna to the ON Semiconductor team. The acquisition of Quantenna is another step in strengthening our position in the industrial and automotive markets. ON is energy efficient Power management expertise and extensive sales and distribution combined with Quantenna's industry-leading Wi-Fi technology and software expertise create a powerful platform to meet the needs of the rapidly growing low-power connectivity market in industrial and automotive applications. I am very excited about the opportunity created by the acquisition for the customers, shareholders and employees of the two companies."

Dr. Sam Heidari, Chairman and CEO of Quantenna, said: "Today's announcement is good news for Quantenna employees and customers around the world. As part of ON Semiconductor, Quantenna will benefit from this world-class company and implement us. Committed to providing our customers with the best end-user experience. We are proud of our achievements and look forward to a smooth transition with the ON Semiconductor team to provide exciting new opportunities for Quantenna's outstanding employees and to strengthen our lead The long-term status of Wi-Fi technology innovators."

Upon completion of the transaction, it is expected that ON Semiconductor's non-GAAP earnings per share and available cash will be immediately increased, excluding any non-recurring acquisition related expenses, fair value incremental inventory amortization and amortization of acquired intangible assets.

The transaction is not subject to financing conditions. ON Semiconductor plans to fund the transaction with its cash on hand and available loop credits.

Completion of the transaction is subject to approval by Quantenna's shareholders, regulatory approvals and other customary closing conditions. The transaction has been approved by the boards of ON Semiconductor and Quantenna and is expected to be completed in the second half of 2019. This proposed transaction does not require approval from ON Semiconductor's shareholders.

Morrison & Foerster LLP is a legal advisor to ON Semiconductor. Qatalyst Partners serves as the exclusive financial advisor to Quantenna and as a legal advisor to O'Melveny & Myers LLP.