QUANTENNA COMMUNICATIONS, INC.
1704 Automation Parkway
San Jose, California 95131
Telephone: (669)
209-5500
MERGER PROPOSED YOUR VOTE IS VERY IMPORTANT
June 7, 2019
Dear Stockholder:
On May 14, 2019, Quantenna Communications, Inc. (Quantenna, we or us) commenced the mailing of its definitive proxy
statement, dated May 14, 2019 (which we refer to as the proxy statement), to stockholders of Quantenna relating to the special meeting of stockholders of Quantenna, which will be held on June 14, 2019 (which we refer to as the
special meeting). This is a supplement to the proxy statement. This supplement to the proxy statement (which we refer to as the supplement) supplements and updates certain information in the proxy statement.
Your vote is very important.
Quantenna cannot complete the merger unless the stockholders of Quantenna vote to approve the merger proposal. The merger
and the merger proposal are described in detail in the proxy statement.
If you have not already submitted a proxy for use at the special meeting, you
are urged to do so promptly. No action in connection with this supplement is required by any Quantenna stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.
Information about voting or revoking a
proxy appears in the proxy statement in the sections entitled Questions and Answers About the Special Meeting and the Merger beginning on page 13 and The Special Meeting beginning on page 25.
The Quantenna Stockholder Actions
As of June 6,
2019, four lawsuits have been filed by alleged Quantenna stockholders challenging the merger (which we refer to collectively as the Quantenna Stockholder Actions). The first complaint, a putative class action complaint, was filed by
Gerald Clarke on behalf of himself and all other public stockholders of Quantenna, in the United States District Court for the Northern District of California, and is captioned
Clarke v.
Quantenna Communications, Inc., et
al.
,
5:19-cv-02508.
The second complaint, an individual action, was filed by Elaine Wang in the United States District Court for the Northern District of California
and is captioned
Wang v. Quantenna Communications, Inc., et al.
,
5:19-cv-02511-SVK.
The third complaint, a putative
class action complaint, was filed by Earl Wheby, Jr. on behalf of himself and all other public stockholders of Quantenna, in the United States District Court for the District of Delaware and is captioned
Wheby v. Quantenna Communications,
Inc., et al.,
1:19-cv-00877-UNA.
The fourth complaint, a putative class action complaint, was filed by Mark Kerry
on behalf of himself and all other public stockholders of Quantenna, in the United States District Court for the Northern District of California and is captioned
Kerry v. Quantenna Communications, Inc., et al.,
3:19-cv-02535.
The Quantenna Stockholder Actions name as defendants Quantenna and each member of the Board.
The Quantenna Stockholder Actions purport to state claims for violations of Section 14(a) and 20(a) of the Exchange Act and Rule
14a-9.
The plaintiffs in these actions generally allege that the preliminary proxy statement issued in connection with ON Semiconductors proposed acquisition of Quantenna omits material information with
respect to the proposed transaction which renders the preliminary proxy statement false and misleading. The
Clarke
complaint also alleges that the Board breached its fiduciary duties to the Quantenna stockholders by, among other
things, agreeing to sell Quantenna without first taking steps to ensure that the Quantenna stockholders would obtain adequate, fair and maximum consideration under the circumstances and filing a materially deficient proxy statement. The plaintiffs
in these actions seek injunctive relief, including, among others, enjoining or rescinding the transaction and rescissory damages to the extent already implemented and an award of attorneys and experts fees. Quantenna believes each of
these lawsuits are without merit.
On June 6, 2019, the parties to the Quantenna Stockholder Actions entered into a memorandum of understanding (the
Quantenna Stockholder MOU) in which the plaintiffs in the Quantenna Stockholder Actions agreed to dismiss their individual claims with prejudice and to dismiss claims asserted on behalf of the putative class without prejudice, and the
defendants agreed to make certain of the supplemental disclosures set forth herein. The Quantenna Stockholder MOU further provides that the