O’Melveny Advises Quantenna Communications on $1.07B Sale

FOR IMMEDIATE RELEASE

SILICON VALLEY—March 27, 2019—O’Melveny represented Wi-Fi technology leader Quantenna Communications, Inc. (Nasdaq: QTNA) in its definitive agreement to be acquired by ON Semiconductor Corporation (Nasdaq: ON) in an all-cash transaction.

The acquisition consideration represents an equity value of approximately US$1.07 billion and enterprise value of approximately US$936 million.

The transaction is expected to close in the second half of 2019.

Founded in 2006, San Jose-based Quantenna is the global leader of high performance Wi-Fi solutions.

The O’Melveny team, which was led by partners Warren Lazarow and Andor Terner and counsel Noah Kornblith, included associates John Chong, Bhavreet Gill, Jessica Iwasaki, Carolyn White, Elaine Sun and AJ Talt. Also advising on the deal were partner Robert Fisher (tax), partner Jeff Walbridge and senior counsel Warren Fox (executive compensation), partner Andrew Dolak and counsel Tom Oslovar (intellectual property), and partner Courtney Dyer and counsel Courtney Byrd (antitrust compliance).

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Contact:

Christopher Rieck
O’Melveny & Myers LLP
+1 212 326 2218
crieck@omm.com

The following press release was issued by Quantenna:

ON Semiconductor (ON) to Acquire Quantenna Communications (QTNA) for $24.50/Share

March 27, 2019 4:31 PM EDT

ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) and Quantenna Communications, Inc. (Nasdaq: QTNA) (“Quantenna”) today announced that they have entered into a definitive agreement for ON Semiconductor to acquireQuantenna for $24.50 per share in an all cash transaction. The acquisition consideration represents equity value of approximately $1.07 billion and enterprise value of approximately $936 million, after accounting for Quantenna’s net cash of approximately $136 million at the end of fourth quarter of 2018. The acquisition significantly enhances ON Semiconductor’s connectivity portfolio with the addition of Quantenna’s industry leading Wi-Fi technology and software capabilities.

“We are very pleased to welcome Quantenna to ON Semiconductor’s team. The acquisition of Quantenna is another step towards strengthening our presence in industrial and automotive markets. The combination of ON’s expertise in highly efficient power management and broad sales and distribution reach, and Quantenna’s industry leading Wi-Fi technologies and software expertise creates a formidable platform for addressing fast growing markets for low-power connectivity in industrial and automotive applications,” said Keith Jackson, president and chief executive officer of ON Semiconductor. “I am very excited about the opportunity this acquisition creates for customers, shareholders, and employees of the two companies.”

“Today’s announcement is great news for Quantenna employees and customers worldwide. As part of ON Semiconductor, Quantenna will benefit from a world-class organization in our commitment to providing the best end user experience for our customers,” stated Dr. Sam Heidari, chairman and chief executive officer of Quantenna. “We are proud of our accomplishments and look forward to a smooth transition with the ON Semiconductor team to pursue exciting new opportunities for Quantenna’s talented employees and rei

Following consummation, the transaction is expected to be immediately accretive to ON Semiconductor’s non-GAAP earnings per share and free cash flow, excluding any non-recurring acquisition related charges, the fair value step-up inventory amortization, and amortization of acquired intangibles.

The transaction is not subject to a financing condition. ON Semiconductor intends to fund the transaction through cash on hand and available capacity under its existing revolving credit facility.

Completion of the transaction is subject to approval by Quantenna’s stockholders, regulatory approvals and other customary closing conditions. The transaction has been approved by ON Semiconductor’s and Quantenna’s boards of directors and is expected to close in the second half of 2019. No approval of the stockholders of ON Semiconductor is required in connection with the proposed transaction.

Morrison & Foerster LLP served as legal advisor to ON Semiconductor. Qatalyst Partners acted as exclusive financial advisor to Quantenna, along with O’Melveny & Myers LLP, who served as legal advisor.

Teleconference

ON Semiconductor will host a conference call for the financial community at 5:00 p.m. Eastern Daylight Time (EDT), on March 27, 2019, to discuss this announcement. ON Semiconductor will also provide a real-time audio webcast of the teleconference on the Investors page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately one year following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (877) 356-3762 (U.S./Canada) or (262) 558-6155 (International). In order to join this conference call, you will be required to provide the Conference ID Number - which is 7271535.