Bloomingdale, Illinois – PCTEL, Inc. (Nasdaq: PCTI)( “PCTEL” or the “Company”), a leading global provider of wireless technology solutions, today announced that it has reached a definitive agreement to be acquired by Amphenol Corporation (NYSE: APH), one of the world’s largest providers of high-technology interconnect, sensor and antenna solutions.

Highlights:

• Amphenol to acquire all outstanding shares of PCTEL
• Deal structured as an all cash transaction for total consideration of approximately $139.7 million
• PCTI stockholders to receive $7.00 per share in cash
• Deal subject to PCTEL stockholder approval and customary closing conditions
• PCTEL stockholders’ meeting expected to be held before the end of Fiscal 2023

“Today marks an exciting milestone for PCTEL as we join forces with one of the world’s leading antenna solutions companies in Amphenol,” said David Neumann, Chief Executive Officer of PCTEL. “Our team has done an excellent job of growing the business, establishing a leadership position in both antenna and test & measurement (T&M) innovation, and meeting our customers’ strong global demand for high reliability applications. Amphenol is a leading global provider of interconnect, sensor and antenna solutions. Their sustained financial strength and unique entrepreneurial culture will create a valuable home for our employees around the world. We look forward to the accelerated growth opportunities enabled by the combination of our two companies.”

Jay Sinder, Chairman of PCTEL’s Board of Directors, said, “This transaction follows a nearly yearlong strategic process that has been overseen and approved by the Board of Directors. With this transaction, we are pleased to deliver cash value to our dedicated stockholders, find a well-aligned company culture for our valuable people, and position PCTEL to embark on its next phase of growth as part of an industry-leading corporation.”

William J. Doherty, President, Communications Solutions Division of Amphenol Corporation added, “PCTEL and its employees are clear innovation leaders in the wireless technology solutions area, and will serve as an excellent addition to the Amphenol family. We look forward to working closely with them to leverage our existing international presence, dedicated customer base, and scale to take PCTEL’s business to new and exciting heights.”

Transaction Summary

Under the terms of the agreement, which was approved by PCTEL’s Board of Directors, PCTEL stockholders will receive $7.00 in cash for each share of common stock they own. The purchase price represents a premium of over 50% to PCTEL’s closing stock price on October 13, 2023, the last full trading day prior to the deal’s announcement.

The transaction is expected to close in the fourth quarter of 2023 or early 2024, subject to customary closing conditions, including approval by PCTEL stockholders. Upon completion of the transaction, PCTEL will no longer be listed on any public market.

Advisors

Lake Street Capital Markets is serving as exclusive financial advisor and Morgan, Lewis & Bockius LLP is serving as legal counsel to PCTEL.