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ON Semiconductor to Acquire Quantenna Communications

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Acquisition creates platform for addressing connectivity applications
for Industrial and Automotive markets

Key Transaction Highlights:

  • Enables entry into automotive and industrial low-power connectivity
    market with combined strengths of the two companies
  • Combination of ON Semiconductor's expertise in power management &
    Bluetooth technologies with Quantenna's Wi-Fi & software capabilities
  • Immediately accretive to non-GAAP earnings per share and free cash flow

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 acquire Quantenna 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 reinforce our longstanding position as a leading
Wi-Fi technology innovator."

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.

About ON Semiconductor

ON Semiconductor (Nasdaq: ON)
is driving energy efficient innovations, empowering customers to reduce
global energy use. The Company is a leading supplier of
semiconductor-based solutions, offering a comprehensive portfolio of
energy efficient power management, analog, sensors, logic, timing,
connectivity, discrete, SoC and custom devices. The Company's products
help engineers solve their unique design challenges in automotive,
communications, computing, consumer, industrial, medical, aerospace and
defense applications. ON Semiconductor operates a responsive, reliable,
world-class supply chain and quality program, a robust compliance and
ethics program and a network of manufacturing facilities, sales offices
and design centers in key markets throughout North America, Europe and
the Asia Pacific regions. For more information, visit www.onsemi.com.

ON Semiconductor and the ON Semiconductor logo are registered
trademarks of Semiconductor Components Industries, LLC. All other brand
and product names appearing in this document are registered trademarks
or trademarks of their respective holders. Although the Company
references its website in this news release, information on the website
is not to be incorporated herein.

About Quantenna Communications

Quantenna (Nasdaq: QTNA)
is the global leader and innovator of high performance Wi-Fi solutions.
Founded in 2006, Quantenna has demonstrated its leadership in Wi-Fi
technologies with many industry firsts. Quantenna continues to innovate
with the mission to perfect Wi-Fi by establishing benchmarks for speed,
range, efficiency and reliability. Quantenna takes a multidimensional
approach, from silicon and system to software, and provides total Wi-Fi
solutions. For more information, visit www.quantenna.com.

Cautions regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to: statements
related to the consummation and benefits of the acquisition by ON
Semiconductor Corporation ("ON Semiconductor") of Quantenna
Communications, Inc. ("Quantenna") for customers, shareholders, and
employees of the two companies, including creating a formidable platform
for addressing fast growing markets for low-power connectivity in
industrial and automotive applications; ON Semiconductor strengthening
its presence in industrial and automotive markets; and the expectation
of a smooth transition of Quantenna with ON Semiconductor and the
acquisition reinforcing Quantenna's longstanding position as a leading
Wi-Fi technology innovator. These forward-looking statements are based
on information available to each of ON Semiconductor and Quantenna of
the date of this release and current expectations, forecasts and
assumptions and involve a number of risks and uncertainties that could
cause actual results to differ materially from those anticipated by
these forward-looking statements. Such risks and uncertainties include a
variety of factors, some of which are beyond our control. In particular,
such risks and uncertainties include, but are not limited to: the risk
that one or more closing conditions to the transaction may not be
satisfied or waived, on a timely basis or otherwise; the risk that the
transaction does not close when anticipated, or at all, including the
risk that the requisite regulatory approvals may not be obtained;
matters arising in connection with the parties' efforts to comply with
and satisfy applicable regulatory approvals and closing conditions
relating to the transaction; there may be a material adverse change of
ON Semiconductor or Quantenna, or our respective businesses may suffer
as a result of uncertainty surrounding the transaction; the transaction
may involve unexpected costs, liabilities or delays; difficulties
encountered in integrating Quantenna, including the potentially
accretive and synergistic benefits; difficulties leveraging desired
growth opportunities and markets; the possibility that expected benefits
and cost savings may not materialize as expected; our revenue and
operating performance; economic conditions and markets (including
current financial conditions); risks related to our ability to meet our
assumptions regarding outlook for revenue and gross margin as a
percentage of revenue; effects of exchange rate fluctuations; the
cyclical nature of the semiconductor industry; changes in demand for our
products; changes in inventories at our customers and distributors;
technological and product development risks; enforcement and protection
of our intellectual property rights and related risks; risks related to
the security of our information systems and secured network;
availability of raw materials, electricity, gas, water and other supply
chain uncertainties; our ability to effectively shift production to
other facilities when required in order to maintain supply continuity
for our customers; variable demand and the aggressive pricing
environment for semiconductor products; our ability to successfully
manufacture in increasing volumes on a cost-effective basis and with
acceptable quality for our current products; risks associated with other
acquisitions and dispositions, including our ability to realize the
anticipated benefits of our acquisitions and dispositions; risks that
acquisitions or dispositions may disrupt our current plans and
operations, the risk of unexpected costs, charges or expenses resulting
from acquisitions or dispositions and difficulties arising from
integrating and consolidating acquired businesses, our timely filing of
financial information with the SEC for acquired businesses and our
ability to accurately predict the future financial performance of
acquired businesses; competitor actions, including the adverse impact of
competitor product announcements; pricing and gross profit pressures;
loss of key customers or distributors; order cancellations or reduced
bookings; changes in manufacturing yields; control of costs and expenses
and realization of cost savings and synergies from restructurings;
significant litigation; risks associated with decisions to expend cash
reserves for various uses in accordance with our capital allocation
policy such as debt prepayment, stock repurchases or acquisitions rather
than to retain such cash for future needs; risks associated with our
substantial leverage and restrictive covenants in our debt agreements
that may be in place from time to time; risks associated with our
worldwide operations, including changes in trade policies, foreign
employment and labor matters associated with unions and collective
bargaining arrangements, as well as man-made and/or natural disasters
affecting our operations or financial results; the threat or occurrence
of international armed conflict and terrorist activities both in the
United States and internationally; risks of changes in U.S. or
international tax rates or legislation, including the impact of the
recent U.S. tax legislation; risks and costs associated with increased
and new regulation of corporate governance and disclosure standards;
risks related to new legal requirements; and risks involving
environmental or other governmental regulation. Information concerning
additional factors that could cause results to differ materially from
those projected in the forward-looking statements is contained in ON
Semiconductor's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other of ON Semiconductor's
filings with the Securities and Exchange Commission. These
forward-looking statements are as of the date hereof and should not be
relied upon as representing our views as of any subsequent date, and we
do not undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made, except as
may be required by law. For additional information, visit ON
Semiconductor's corporate website, www.onsemi.com,
or for official filings visit the SEC website, www.sec.gov.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Quantenna will file with
the SEC and mail or otherwise provide to its stockholders a proxy
statement regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, QUANTENNA'S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Investors and security holders may obtain a free
copy of the proxy statement and other documents that Quantenna files
with the SEC (when available) from the SEC's website at www.sec.gov
and Quantenna's website at http://ir.quantenna.com/investor-overview.
In addition, the proxy statement and other documents filed by Quantenna
with the SEC (when available) may be obtained from Quantenna free of
charge by directing a request to Vernon Essi, Jr., Investor Relations,
Quantenna Communications, Inc., 1704 Automation Parkway, San Jose,
California 95131, Phone: (669) 209-5647. Media inquiries can be directed
to Vernon Essi, Jr. at vessi@quantenna.com,
Phone: (669) 209-5647.

Certain Participants in the Solicitation

Quantenna, its directors and certain of its executive officers and
employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Quantenna stockholders with respect to
stockholder approval of the proposed acquisition of Quantenna.
Information regarding the names of Quantenna's directors and executive
officers and their respective interests in Quantenna by security
holdings or otherwise is set forth in Quantenna's Annual Report on Form
10-K for the fiscal year ended December 30, 2018 filed with the SEC on
March 1, 2019, Quantenna's definitive proxy statement for its 2018
Annual Meeting of Shareholders filed with the SEC on April 25, 2018 and
Quantenna's Current Reports on Form 8-K dated June 8, 2018 and August
31, 2018. To the extent holdings of such participants in Quantenna's
securities are not reported, or have changed since the amounts described
in the proxy statement for the 2018 Annual Meeting of Shareholders, such
changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information regarding the interests of such
individuals in the proposed transaction will be included in the proxy
statement relating to such acquisition when it is filed with the SEC.
These documents may be obtained free of charge from the SEC's website at www.sec.gov
and Quantenna's website at http://ir.quantenna.com/investor-overview.

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