PCTI PCTEL Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

PCTEL, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 12, 2023

November 9, 2023

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “Special Meeting”) of PCTEL, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held on December 12, 2023 at 12:00 p.m., Central Time (unless the Special Meeting is adjourned or postponed). The Special Meeting will be completely virtual. You will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/PCTI2023SM and using the 16-digit control number included in the proxy materials. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the Special Meeting.

As previously announced, on October 13, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) with Amphenol Corporation, a Delaware corporation (“Parent”), and Hilltop Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for, subject to the satisfaction or waiver (to the extent permitted by law) of specified conditions, the acquisition of the Company by Parent at a price of $7.00, without interest, per share of common stock, par value $0.001 per share, of the Company (the “Common Stock”), issued and outstanding. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “surviving corporation”). If the Merger is consummated, you will be entitled to receive an amount in cash equal to $7.00, without interest and subject to any required withholding taxes, in exchange for each share of Common Stock you own at the effective time of the Merger (unless you have properly and validly exercised and have not lost and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the Merger and the other transactions contemplated by the merger agreement. The Board (i) determined that the merger agreement, the Merger and the other transactions contemplated by the merger agreement are in the best interests of the Company and the Company’s stockholders, (ii) approved, adopted and declared advisable the merger agreement and the execution, delivery and performance thereof by the Company and, subject to receiving the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, the consummation by the Company of the Merger and the other transactions contemplated by the merger agreement, (iii) directed that the adoption of the merger agreement be submitted to a vote of the Company’s stockholders at the Special Meeting and (iv) resolved to recommend adoption of the merger agreement by the Company’s stockholders in accordance with the applicable provisions of the laws of the State of Delaware at the Special Meeting on the terms and subject to the conditions set forth in the merger agreement.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (the “Merger Proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve the

adjournment of the Special Meeting from time to time, if deemed by the Board or any designee thereof necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the Special Meeting or any adjournment or postponement thereof to adopt the merger agreement (the “Adjournment Proposal”). The Board recommends you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the merger agreement, the Merger and the other transactions contemplated by the merger agreement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the Merger. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the Merger and how it affects you.

Your vote is important regardless of the number of shares of Common Stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. To ensure that your shares are represented at the Special Meeting, regardless of whether you plan to attend the Special Meeting via live audiocast, please follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Common Stock by completing, signing and returning your proxy card, grant your proxy electronically over the Internet or telephonically as described in the accompanying proxy statement or vote your shares by attending and voting at the Special Meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement titled “The Special Meeting—Proxies and Revocations”. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Common Stock through an account with a bank, broker, or other nominee, please follow the instructions you receive from them to vote your shares of Common Stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

Morrow Sodali, LLC

430 Park Avenue, 14^th Floor

New York, NY 10022

Call: (800) 662-5200

Email: PCTI@info.morrowsodali.com

On behalf of the Board, thank you for your continued support.

Bloomingdale, IL

November 9, 2023

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement is dated November 9, 2023, and is being mailed to stockholders on or about November 9, 2023.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

PCTEL, INC.

TO BE HELD ON

DECEMBER 12, 2023

To the Stockholders of PCTEL, Inc.:

NOTICE IS HEREBY GIVEN of a special meeting of stockholders (the “Special Meeting”) of PCTEL, Inc. (the “Company,” “we” or “our”), which will be held virtually via live audiocast at www.virtualshareholdermeeting.com/PCTI2023SM on December 12, 2023, for the following purposes:

The Special Meeting will be completely virtual. You will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/PCTI2023SM and using the 16-digit control number included in the proxy materials. Our Board of Directors (the “Board”) has fixed the close of business on November 1, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof (the “Record Date”). Each share of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), issued and outstanding on the Record Date is entitled to one vote on all matters presented at the Special Meeting and any adjournment or postponement thereof.

Our Board of Directors has determined that consummation of the Merger on the terms and conditions of the merger agreement is in the best interests of the Company and our stockholders and has approved, adopted and declared advisable the Merger on the terms and conditions of the merger agreement.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL, “FOR” THE ADVISORY COMPENSATION PROPOSAL, AND “FOR” THE ADJOURNMENT PROPOSAL.

The Merger Proposal must be approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Common Stock entitled to vote thereon. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of Common Stock or vote at the Special Meeting, fail to instruct your bank, broker or other nominee on how to vote, or abstain from the Merger Proposal, it will have the same effect as a vote against the Merger Proposal. Accordingly, your vote is very important regardless of the number of shares of Common Stock that you own. Whether or not you plan to attend the Special Meeting, we request that you vote your shares of Common Stock. If you attend the Special Meeting and you are a Company stockholder of record at the close of business on the Record Date, you may continue to have your shares of Common Stock voted as instructed in your proxy, or you may vote your shares of Common Stock at the Special Meeting, which will have the effect of withdrawing any previously delivered proxy. If you fail to authorize a proxy to vote your shares of Common Stock or vote at the Special Meeting, or fail to instruct your bank, broker or other nominee on

how to vote, the effect will be that the shares of Common Stock that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of the Advisory Compensation Proposal and the Adjournment Proposal each require the affirmative vote (in person or by proxy) of the holders of a majority of shares having voting power present in person or represented by proxy at the Special Meeting. Assuming a quorum is present, if you fail to attend the Special Meeting in person or by proxy, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. If you attend the Special Meeting but abstain from voting, it will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal and the Adjournment Proposal. If a quorum is not present or represented at the Special Meeting, the chair of the Special Meeting or the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the Special Meeting.

For more information concerning the Special Meeting, the merger agreement, the Merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

To ensure that your shares are represented at the Special Meeting, regardless of whether you plan to attend the Special Meeting via live audiocast, please cast your vote by authorizing your proxy in advance of the Special Meeting by Internet, telephone or mail. Please sign, date and return, as promptly as possible, the enclosed proxy card in the reply envelope provided or grant your proxy electronically over the Internet or telephonically (in accordance with the instructions detailed in the section of this proxy statement titled “The Special Meeting—Voting Procedures”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name”, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you sign and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

YOUR VOTE IS EXTREMELY IMPORTANT

REGARDLESS OF THE NUMBER OF SHARES YOU OWN

Sincerely,

Fritz E. Freidinger

Vice President, General Counsel and Secretary

November 9, 2023

PCTEL, INC.

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 12, 2023

This proxy statement is being furnished to the holders of common stock of PCTEL, Inc., a Delaware corporation (the “Company,” “we” or “our”), in connection with the solicitation by our Board of Directors of proxies to be voted at a special meeting of stockholders of the Company to be held on December 12, 2023 at 12:00 p.m. Central Time, virtually via live audiocast, or at any adjournment or postponement of the Special Meeting (such meeting and any adjournment or postponement thereof, the “Special Meeting”), for the purposes set forth in the accompanying Notice of Special Meeting.

This proxy statement and the other proxy materials are being mailed to stockholders on or about November 9, 2023. If you execute and return the enclosed proxy card or submit your proxy by telephone, by mail, or via the Internet, you may nevertheless revoke your proxy at any time prior to its use by signing and returning another proxy card with a later date, voting at the Special Meeting, voting again via the Internet or by telephone or giving written notice of revocation to the Company’s Corporate Secretary, which must be filed with the Company’s Corporate Secretary before the Special Meeting begins. Only your latest proxy received by 11:59 p.m. Eastern Time on December 11, 2023 will be counted.

Unless revoked or unless contrary instructions are given, each proxy that is properly signed and returned or authorized by telephone or via the Internet in accordance with the instructions on the enclosed proxy card prior to the start of the Special Meeting will be voted as indicated on the proxy card or via telephone or the Internet, and if no indication is made, each such proxy will be deemed to grant authority to vote “FOR” each of the proposals described in this proxy statement.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement and the Annexes to this proxy statement which you should read carefully.

Special Meeting and Voting

Q. When and where is the Special Meeting going to be held?

A. The Special Meeting will take place on December 12, 2023 at 12:00 p.m. Central Time, virtually via live audiocast at www.virtualshareholdermeeting.com/PCTI2023SM.

Q. How do I attend the Special Meeting?

A. If you were a Company stockholder as of the close of business on the Record Date (as defined below) or you hold a valid proxy from such a stockholder for the Special Meeting, you may attend the Special Meeting virtually via the Internet and participate by submitting questions electronically and voting shares electronically.

Instructions for attending the Special Meeting virtually via the Internet, including how to demonstrate proof of stock ownership, vote, and submit questions, are posted at www.virtualshareholdermeeting.com/PCTI2023SM. You will need the 16-digit control number included in the proxy materials in order to participate in the Special Meeting virtually and submit questions or vote shares.

Q. How will the Special Meeting be conducted?

A. The Special Meeting will be conducted virtually through the Internet with audio participation only. Directors and relevant executive officers will attend the Special Meeting and be available for questions. If you were a Company stockholder as of the close of business on the Record Date or you hold a valid proxy from such a stockholder, you will be able to attend the Special Meeting virtually via the Internet and vote your shares electronically and submit questions electronically during the Special Meeting. In addition, you may submit questions electronically in advance of the Special Meeting until 11:59 p.m. Eastern Time on December 11, 2023 through http://www.proxyvote.com after logging in with your 16-digit control number included in the proxy materials.

Q. What information is included in this proxy statement?

A. This proxy statement describes proposals on which the Company would like its stockholders as of the close of business on November 1, 2023, the Record Date, to vote. The proxy statement gives you information on these proposals so that you can make an informed decision. This proxy statement also outlines the methods by which you can vote your shares.

Q. What is the purpose of the Special Meeting?

A. At the Special Meeting, Company stockholders as of the close of business on the Record Date will be asked to vote on the following matters:

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Q. Which stockholders may vote?

A. The Board has fixed the close of business on November 1, 2023 as the record date for determining the stockholders entitled to receive notice of, and vote their shares at, the Special Meeting and any adjournment or postponement of the Special Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement of the Special Meeting. Each share of Common Stock is entitled to one vote on each matter properly brought to a vote at the Special Meeting.

At the close of business on the Record Date, the Company had issued and outstanding 19,353,641 shares of Common Stock.

Q. Why is PCTEL proposing the Merger?

A. In evaluating the merger agreement and the Merger, the Board discussed the Merger with the Company’s management and legal and financial advisors and considered a variety of factors, including the positive factors set forth in the section titled “Reasons for Recommending the Approval and Adoption of the Merger Agreement,” beginning on page 33, each of which the Board believed supported its determination that the merger agreement was in the best interests of its stockholders.

Q. What are the Board of Directors’ recommendations for how I should vote my shares?

A. The Board recommends that you vote your shares as follows:

Q. What is a broker non-vote?

A. Generally, a broker non-vote occurs when shares held by a bank, broker or other nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the nominee has not received voting instructions from the beneficial owner and (ii) the nominee lacks discretionary voting power to vote such shares. Under Nasdaq rules, a nominee does not have discretionary voting power with respect to “non-routine” matters.

Each of the matters intended to be brought before the Special Meeting is a “non-routine” matter under Nasdaq’s rules. As a result, your bank, broker or other nominee may only vote your shares at the Special Meeting if you have provided your bank, broker or other nominee with specific voting instructions.

If you do not instruct your bank, broker, or other nominee with instructions on how to vote your shares, your votes will not be counted for purposes of calculating whether a quorum is present at the Special Meeting. The Merger Proposal must be approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Common Stock entitled to vote thereon. Accordingly, not instructing your bank, broker, or other nominee on how to vote your shares will have the effect of a vote against the Merger Proposal.

We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted for each proposal to be voted upon at the Special Meeting. You should vote your shares by following the instructions provided on the vote instruction form that you receive from your bank, broker or other nominee.

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Q. How do I vote?

A. If your shares are registered directly in your name, you are considered to be a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to persons designated by the Company or to a third party. You may vote your shares by proxy by doing any one of the following: (1) voting online at the Internet site address listed on your proxy card; (2) calling the toll-free number listed on your proxy card; or (3) mailing your signed proxy card in the self-addressed envelope provided. You will need the control number included in the proxy materials in order to vote your shares. You can change your vote as described in the answer immediately below.

If your shares are held through a bank, broker, trustee or other nominee, you are considered the beneficial owner of the shares held. As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee how to vote your shares. You should follow the voting instructions provided to you by the organization that holds your shares.

Q. Can I change my vote?

A. Yes. Please follow the applicable instructions described below for record stockholders and stockholders who hold shares through a bank, broker or other nominee:

Q. What if I vote for some but not all of the proposals?

A. Shares of Common Stock represented by proxies received by the Company (whether received through the return of the enclosed proxy card or received via telephone or the Internet) where the stockholder has provided voting instructions with respect to the proposals described in this proxy statement will be voted in accordance with the voting instructions so made. If your proxy card is properly executed and returned but does not contain voting instructions as to one or more of the proposals to be voted upon at the Special Meeting, or if you give your proxy by telephone or via the Internet without indicating how you want to vote on each of the proposals to be voted upon at the Special Meeting, your shares will be voted:

If your shares are held through a bank, broker or other nominee and you do not properly instruct your bank, broker or other nominee how to vote your shares on any proposal to be brought before the Special Meeting, your bank, broker or other nominee matters will not be able to vote your shares on such proposal. We encourage you to provide instructions to your bank, broker or other nominee by carefully following the instructions provided to ensure that your shares are voted at the Special Meeting in accordance with your desires.

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Q. Who will pay for the cost of this proxy solicitation?

A. The Company will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. The Company has engaged Morrow Sodali as proxy solicitor to assist in the solicitation of proxies for the Special Meeting. The Company estimates that it will pay Morrow Sodali a fee of up to $17,500, plus reimbursement of certain expenses. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons or entities representing beneficial owners of shares of Common Stock for their expenses in forwarding solicitation material to such beneficial owners.

Q. How are votes counted?

A. All votes will be tabulated by the inspector of elections appointed for the Special Meeting by the Company. Votes for and against and shares present at the Special Meeting in person or by proxy but abstaining from voting will each be counted for determining the presence of a quorum.

Proposed Transaction

Q. What is the proposed transaction?

A. The proposed transaction is the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent, pursuant to the terms and conditions of the merger agreement.

Q: What effect will the Merger have on the Company?

A: If the Merger is consummated, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is consummated, the Company shall cooperate with Parent and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things reasonably necessary, proper or advisable under applicable law and rules and policies of Nasdaq to cause the Common Stock to be delisted from Nasdaq and deregistered under the Exchange Act as promptly as practicable following the effective time. Accordingly, the Common Stock will no longer be publicly traded.

Q. What if the Company receives another offer?

A. Under the merger agreement, subject to certain exceptions described below, the Board will recommend to the Company’s stockholders that they vote in favor of the Merger Proposal. At any time prior to the receipt of the Company stockholder approval and subject to compliance with certain procedural requirements as more fully described in the merger agreement, the Board may effect a change in Company recommendation (as defined elsewhere in this proxy statement) if, upon the occurrence of a superior proposal or intervening event, the Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that failure to do so would be inconsistent with the Board’s fiduciary duties under applicable law. For more information, please see “The Agreement and Plan of Merger—Obligations of the Board with Respect to Its Recommendation” beginning on page 72 of this proxy statement.)

Q: Is the closing of the Merger subject to any conditions?

A: Yes. The obligations of each of the Company and Parent to effect the Merger are subject to the satisfaction or waiver, on or prior to the closing date, of certain conditions, including each of the following:

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In addition, each party’s obligation to effect the Merger is subject to, among other things, the accuracy, truthfulness and correctness of certain representations and warranties of the other party, certain materiality qualifications, and the compliance or performance by such other party in all material respects with its obligations required to be complied with or performed at or prior to the effective time.

For more information, please see the section of this proxy statement titled “The Agreement and Plan of Merger—Conditions to the Merger” beginning on page 78.

Q. What will happen if the Merger is not consummated?

A. In the event that the Company stockholder approval is not obtained or if the Merger is not consummated for any other reason, stockholders of the Company will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, the Common Stock will continue to be listed and traded on Nasdaq, the Common Stock will continue to be registered under the Exchange Act and the stockholders of the Company will continue to own their shares of Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Common Stock.

Under certain circumstances, in connection with the valid termination of the merger agreement, the Company will be required to pay Parent a termination fee equal to $4.9 million. For more information, please see the section of this proxy statement titled “The Agreement and Plan of Merger—Expenses; Termination Fees” beginning on page 82.

Q. Will I have appraisal rights with respect to the Merger?

A. Yes. As a holder of Common Stock, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger if you take certain actions and meet certain conditions, including that you do not vote (virtually or by proxy) in favor of the Merger Proposal. See the section of this proxy statement titled “Appraisal Rights” beginning on page 84.

Q. Will I owe any United States federal income taxes as a result of the Merger?

A. The receipt of cash in exchange for shares of Common Stock pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as described in the section titled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 55) who receives cash in exchange for shares of Common Stock in the Merger will recognize gain or loss equal to the difference, if any, between the cash received and the U.S. holder’s adjusted tax basis in the shares converted into the right to receive cash in the Merger. Gain or loss will be determined separately for each block of shares of Common Stock (that is, shares acquired for the same cost in a single transaction). You should refer to the discussion in the section titled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 55, and consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of the Merger.

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General

Q. Who can help answer my questions?

A. If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact our proxy solicitor:

Morrow Sodali, LLC

430 Park Avenue, 14^th Floor

New York, NY 10022

Call: (800) 662-5200

Email: PCTI@info.morrowsodali.com

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning the Company’s plans, objectives, goals, beliefs, strategy and strategic objectives, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. These statements are based on current expectations of future events and may include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will” and “would.” If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to:

The foregoing list of risk factors is not exhaustive. Readers are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023 and amended on April 28, 2023, and other reports and documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://investor.pctel.com/financials/sec-filings.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.

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PARTIES TO THE MERGER

PCTEL, Inc.

PCTEL, Inc. is a leading global provider of wireless technology, including purpose-built Industrial Internet of Things (“IoT”) devices, antenna systems, and test and measurement solutions. We strive to solve complex wireless challenges to help organizations stay connected, transform, and grow. We believe we have a strong brand presence and expertise in radio frequency, digital and mechanical engineering. We have two product lines (antennas/Industrial IoT devices and test & measurement). Our antenna products include antennas deployed in small cells, enterprise Wi-Fi access points, fleet management, IoT applications, and transit systems. Our Industrial IoT devices include ruggedized access points, IoT interface cards and IoT sensor platforms for applications such as logistics, remote monitoring and control. Our test & measurement products are designed to improve the performance of wireless networks globally. Mobile operators, private enterprises, and network equipment manufacturers rely on our products to analyze, design, and optimize next generation wireless networks. We seek out product applications that command a premium for product design and performance, and we avoid commodity markets. Our strength is solving complex wireless challenges for our customers through our products and solutions. To this end, we are constantly seeking to innovate and improve antenna and wireless testing products and capabilities to capture the opportunities of the rapidly evolving wireless industry. We focus on engineering, research, and development to maintain and expand our competitiveness.

Shares of the Company’s common stock are listed on the Nasdaq Global Select Market and trade under the symbol “PCTI.”

The Company’s principal executive offices are located at 471 Brighton Drive, Bloomingdale, Illinois 60108. The Company’s telephone number is (630) 372-6800.

Amphenol Corporation

Amphenol Corporation, a Delaware corporation, is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Parent designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Parent has a diversified presence as a leader in high-growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.

Shares of Parent’s common stock are listed on the New York Stock Exchange and trade under the symbol “APH.”

Parent’s principal executive offices are located at 358 Hall Avenue, Wallingford, Connecticut 06492. Parent’s telephone number is (203) 265-8900.

Hilltop Merger Sub, Inc.

Hilltop Merger Sub, Inc., a Delaware corporation, is a wholly owned subsidiary of Parent, formed on October 11, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s proposed acquisition of the Company. Upon completion of the Merger, Merger Sub will have been merged with and into the Company, and Merger Sub will cease to exist.

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THE SPECIAL MEETING

Date, Time, and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on December 12, 2023, at 12:00 p.m. Central Time, virtually via live audiocast, and any adjournments or postponements thereof, to consider and vote upon: (1) the Merger Proposal, (2) the Advisory Compensation Proposal and (3) the Adjournment Proposal.

Record Date

The Board has specified the close of business on November 1, 2023 as the record date for purpose of determining our stockholders who are entitled to receive notice of and to vote at the Special Meeting and any adjournment or postponement thereof (the “Record Date”). Only our stockholders of record on the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. As of the Record Date, there were 19,353,641 shares of our Common Stock issued and outstanding and entitled to notice of and to vote at the Special Meeting. Each share of our Common Stock entitles its holder to one vote on all matters properly coming before the Special Meeting.

As of the Record Date, our directors and executive officers held and were entitled to vote, in the aggregate, 1,684,139 shares of our Common Stock, representing approximately 8.7% of our issued and outstanding Common Stock.

Quorum; Vote Required

Under Section 2.8 of our bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Special Meeting.

For each proposal, you may vote FOR, AGAINST or ABSTAIN.

The approval of the Merger Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Common Stock entitled to vote thereon (the “Company stockholder approval”). Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the Merger.

The approval of the Advisory Compensation Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy. Approval of the Advisory Compensation Proposal and the Adjournment Proposal is not a condition to the consummation of the Merger. The vote on each of the Advisory Compensation Proposal and the Adjournment Proposal is a vote separate and apart from the vote to approve the Merger Proposal.

Abstentions

For each proposal, you may vote FOR, AGAINST or ABSTAIN.

If you vote “ABSTAIN” or do not vote on the Merger Proposal, it will have the same effect as a vote “AGAINST” the proposal.

If you vote “ABSTAIN” or attend the Special Meeting in person or by proxy and do not vote on the Advisory Compensation Proposal or the Adjournment Proposal, it will have the same effect as a vote “AGAINST” such proposals. Assuming the presence of a quorum, if you do not attend the Special Meeting in person or by proxy, it will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

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A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the Special Meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Common Stock at the Special Meeting without receiving instructions. Any broker non-votes will be counted for purposes of determining whether a quorum is present at the Special Meeting but will have the same effect as a vote “AGAINST” the Merger Proposal. However, any broker non-votes will have no effect on the outcome of the vote for the Adjournment Proposal or the Advisory Compensation Proposal.

Proxies and Revocation

If you submit a proxy by telephone, via the Internet or by returning a signed proxy card by mail, your shares will be voted at the Special Meeting as you indicate. If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal. If your shares of Common Stock are held through a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to have your shares voted. If you do not instruct your broker to vote your shares, it has the same effect as a vote against the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Proxies received at any time before the Special Meeting, and not revoked or superseded before being voted, will be voted at the Special Meeting. You have the right to change or revoke your proxy at any time before it is voted at the Special Meeting in the following ways:

Adjournments

Although it is not currently expected, the Special Meeting may be adjourned to solicit additional proxies. Regardless of whether a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy. In addition, if a quorum is not present, the chair of the Special Meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the Special Meeting without notice other than announcement at the Special Meeting, until a quorum is present or represented. Any signed proxies received by us in which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal.

Appraisal Rights

If the Merger is completed, Company stockholders will be entitled to appraisal rights under Section 262 of the DGCL. This means that you are entitled to have the fair value of your shares of Common Stock determined

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by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the merger consideration if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the Merger Proposal and you must not vote (either virtually or by proxy) in favor of the Merger Proposal. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you may waive, lose or withdraw your appraisal rights. See the section of this proxy statement titled “Appraisal Rights” beginning on page 84 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. Consequently, if you are considering exercising appraisal rights, you should consult your legal counsel before attempting to exercise those rights.

Solicitation of Proxies

This proxy solicitation is being made and paid for by the Company on behalf of the Board. Our directors, officers and employees may solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of our Common Stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses.

The Company has engaged Morrow Sodali as proxy solicitor to assist in the solicitation of proxies for the Special Meeting. The Company estimates that it will pay Morrow Sodali a fee of up to $17,500, plus reimbursement of certain expenses. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons or entities representing beneficial owners of shares of Common Stock for their expenses in forwarding solicitation material to such beneficial owners.

Questions and Additional Information

If you have any questions about the Special Meeting, any of the Merger Proposal, the Advisory Compensation Proposal, or the Adjournment Proposal, how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact Morrow Sodali, at (800) 662-5200.

The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal.

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PROPOSAL 1: THE MERGER PROPOSAL

General

As discussed elsewhere in this proxy statement, stockholders of the Company will consider and vote on a proposal to approve and adopt the merger agreement. You should carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the Merger. In particular, you should read in its entirety the merger agreement, which is attached as Annex A to this proxy statement. In addition, see the sections titled “The Merger,” beginning on page 26, and “The Agreement and Plan of Merger,” beginning on page 59.

Vote Required

The Company stockholder approval is required for the approval and adoption of the merger agreement. The Merger Proposal must be approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Common Stock entitled to vote thereon. If you fail to authorize a proxy to vote your shares of Common Stock or vote at the Special Meeting, fail to instruct your bank, broker or other nominee on how to vote, or abstain from the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Members of the Board and management who beneficially owned an aggregate of approximately 8.7% of the outstanding shares of Common Stock as of the Record Date have indicated that they intend to vote in favor of the Merger Proposal.

Recommendation of our Board of Directors with respect to the Merger Proposal

The Board, at a special meeting held October 13, 2023, after due consideration, (i) determined that the merger agreement, the Merger and the other transactions contemplated by the merger agreement are in the best interests of the Company and the Company’s stockholders; (ii) approved, adopted and declared advisable the merger agreement and the execution, delivery and performance thereof by the Company and, subject to receiving the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, the consummation by the Company of the Merger and the other transactions contemplated by the merger agreement, (iii) directed that the adoption of the merger agreement be submitted to a vote of the Company’s stockholders at the Special Meeting and (iv) resolved to recommend adoption of the merger agreement by the Company’s stockholders in accordance with the applicable provisions of the laws of the State of Delaware at the Special Meeting on the terms and subject to the conditions set forth in the merger agreement. The Board has approved the Merger on the terms and conditions of the merger agreement and recommends that stockholders vote “FOR” the Merger Proposal.

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PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL

General

Under Rule 14a-21(c) of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to provide stockholders the opportunity to vote to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger, as disclosed in the section titled “The Merger—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation,” beginning on page 51, including the table titled “Golden Parachute Payments” and accompanying footnotes. Accordingly, stockholders of the Company are being provided with the opportunity to cast a non-binding advisory vote on such payments.

Vote Required

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the stock having voting power present in person or represented by proxy at the Special Meeting. Assuming a quorum is present, if you fail to attend the Special Meeting in person or by proxy, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of this proposal. Attending the Special Meeting but abstaining on the vote on the Advisory Compensation Proposal will have the same effect as a vote “AGAINST” such proposal.

If a quorum is not present or represented at the Special Meeting, the chair of the Board or the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the Special Meeting.

The approval of the Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal, and does not affect whether the Merger Proposal is approved. The vote is advisory only and, therefore, is not binding on the Company or Parent or any of their respective subsidiaries, and, if the merger agreement is approved and adopted by stockholders of the Company and the Merger is completed, the compensation subject to this non-binding advisory vote will be payable, subject to the terms of the underlying agreements and plans, to the Company’s named executive officers even if this proposal is not approved.

Recommendation of our Board of Directors

As an advisory vote, this proposal is not binding upon the Company, the Board or Parent or any of the Company’s or Parent’s subsidiaries and approval of this proposal is not a condition to completion of the Merger. The Merger-related named executive officer compensation subject to this non-binding advisory vote will not be affected by the outcome of this non-binding advisory vote. The Board recommends that you vote “FOR” the Advisory Compensation Proposal.

Interests of Our Directors and Officers

In considering the recommendation of the Board with respect to the Advisory Compensation Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder and that such interests may present actual or potential conflicts of interest. All of our directors and executive officers own shares of our Common Stock, and to that extent, their interests in the Merger are the same as that of other holders of our Common Stock. See the section titled “Interests of Directors and Executive Officers in the Merger” beginning on page 47. In addition, the number of shares of our Common Stock owned by our directors and executive officers as of October 22, 2023 appears in the section titled “Stock Ownership” beginning on page 90 of this proxy statement.

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PROPOSAL 3: ADJOURNMENT PROPOSAL

General

We may seek to adjourn the Special Meeting from time to time, if deemed by the Board or any designee thereof necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the Special Meeting or any adjournment or postponement thereof to adopt the merger agreement. Among other things if, at the Special Meeting, the number of shares of our Common Stock, present or represented by proxy at the Special Meeting and voting in favor of the approval of the Merger Proposal is not sufficient to approve such proposal, we intend to move to adjourn the Special Meeting in order to enable us to solicit additional proxies in respect of approval of the Merger Proposal. In that event, we will ask our stockholders to vote only upon the Adjournment Proposal, and not upon the Merger Proposal.

If the stockholders approve the Adjournment Proposal, we can adjourn the Special Meeting pursuant to the merger agreement, and can use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the stock having voting power present in person or represented by proxy at the Special Meeting. Assuming a quorum is present, if you fail to attend the Special Meeting in person or by proxy, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of this proposal. Attending the Special Meeting but abstaining on the vote on the Adjournment Proposal will have the same effect as a vote “AGAINST” such proposal.

If a quorum is not present or represented at the Special Meeting, the chair of the Board or the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the Special Meeting.

Recommendation of our Board of Directors

The Board believes that it is in the best interests of our stockholders to enable us to have the flexibility to adjourn the Special Meeting from time to time, if necessary or appropriate, including if the number of shares of our Common Stock present or represented by proxy at the Special Meeting and voting in favor of the approval of the Merger Proposal is not sufficient to approve such proposal, to allow us to seek to obtain a sufficient number of additional votes in favor of the approval of the Merger Proposal to bring about the approval of the Merger Proposal. The Board recommends that you vote “FOR” the Adjournment Proposal.

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THE MERGER

Overview

The Company is seeking the approval and adoption by Company stockholders of the Merger. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will be merged with and into the Company. The Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent. The Board has approved the merger agreement and recommends that Company stockholders vote “FOR” the proposal to approve and adopt the Merger.

At the effective time, each share of Common Stock issued and outstanding immediately prior to the effective time will be cancelled and cease to exist and will be automatically converted into the right to receive $7.00 in cash, without interest thereon, subject to any applicable withholding taxes, other than (i) shares of Common Stock that are owned of record by the Company or any subsidiary of the Company (other than those held on behalf of a third party), (ii) shares owned of record by Parent, Merger Sub or any of their respective subsidiaries (other than those held on behalf of a third party) and (iii) shares held by stockholders who have not voted in favor of approval and adoption of the merger agreement and who are entitled to demand and properly exercise dissenters’ rights with respect to such shares and complied in all respects with all the applicable provisions of the DGCL.

Following the completion of the Merger, the Company will cease to be a publicly traded company.

Background of the Merger

The following chronology summarizes key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, the Company’s financial advisors, legal advisors or other representatives, Parent, Merger Sub or their financial advisors, legal advisors, affiliates or other representatives or any other person.

As part of their ongoing review of the Company’s business, in concert with the Company’s financial and legal advisors, the Board and the Company’s senior management team periodically review and evaluate the Company’s business and operations, long-term strategy, opportunities for organic growth and growth through acquisitions, capital structure and requirements, competitive position, historical performance, future prospects, and opportunities to increase stockholder value. These reviews have, from time to time, included discussions as to whether the Company should pursue various acquisitions or divestitures or pursue a sale of the Company, continue to execute on its strategy as a public company, and consider alternative capital allocation approaches. In such reviews, the Board and the Company’s senior management team considers, among other things, whether any such potential alternative would enhance stockholder value and the potential benefits and risks of any potential alternative.

In February 2022, the Company began exploring potential strategic transactions related to its test and measurement business.

On February 18, 2022, the Company retained Lake Street Capital Markets LLC (“Lake Street”) as its investment bank to advise the Company on possible strategic transactions, including transactions related to the Company’s test and measurement business.

In connection with the Company’s exploration of potential transactions related to its test and measurement business, the Company and Lake Street contacted or held discussions with approximately 60 counterparties and executed non-disclosure agreements with approximately 21 of such counterparties.

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On October 26, 2022, the Company and a publicly traded infrastructure company (“Party A”) executed a non-disclosure agreement, which did not contain any provision preventing Party A from making private approaches to the Board in connection with strategic transactions.

On November 10, 2022, the Company and Party A signed a letter of intent with respect to the potential sale of the Company’s test and measurement business to Party A at a value of $70 to $75 million on a cash-free and debt-free basis, subject to the completion of due diligence and the negotiation of definitive transaction documents. The letter of intent also contained an exclusivity provision which granted Party A exclusivity until January 24, 2023 with respect to the acquisition of the Company’s test and measurement business.

Following the execution of the letter of intent, Party A and its representatives conducted an extensive legal, financial and operational due diligence process. On December 9, 2022, Party A’s legal advisors delivered an initial draft of an asset purchase agreement to Morgan, Lewis & Bockius LLP, the Company’s outside legal counsel (“Morgan Lewis”).

Over the next several months, Party A and its advisors, and the Company and Morgan Lewis negotiated the asset purchase agreement and the various other agreements contemplated thereby, and the Company’s management discussed the same with members of the Board. Based in part on the continued good faith negotiations, the Board agreed to grant to Party A an extension of exclusivity from January 24, 2023 to April 24, 2023.

On April 5, 2023, the Company’s management team, including David Neumann, and Morgan Lewis met virtually with Party A and its legal advisors in an effort to negotiate and finalize the outstanding commercial and legal issues that had not yet been agreed upon. Consensus could not be reached.

On April 10, 2023, the Company sent a termination of exclusivity letter to Party A, which was never countersigned by Party A. Party A’s exclusivity expired by its terms on April 24, 2023.

In the second quarter of 2023, the Board began engaging in discussions with respect to certain strategic transactions, including the sale of the Company’s antenna business, the sale of the Company’s test and measurement business and the sale of the entire company.

On May 1, 2023, the Company held a discussion with a private equity firm based in the United States (“Party B”).

On May 2, 2023, the Company executed a confidentiality agreement with Party B. Party B provided the Company with a preliminary overview of Party B’s valuation of the Company and the same was shared with the Board.

On May 3, 2023, following a conversation between a representative of Parent and the Company in March of 2023, members of the Company’s and Parent’s management teams held a virtual meeting to discuss the Company’s business and to provide Parent an overview of the Company’s products and markets.

On May 19, 2023, representatives of Party B met with members of the Company’s management team to discuss the Company’s products and markets, a potential strategic transaction and certain financial information. The Company did not receive any bona-fide indication of interest from Party B and conversations between the Company and Party B ceased.    

On June 15, 2023, the Board held a special meeting. Representatives of Lake Street also attended and presented to the Board certain financial analyses related to the Company and the Company’s test and measurement and antenna businesses. Based on information provided to the Board, the Board determined that the most likely strategic transaction that it would be able to effect would be the sale of the Company’s test and

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measurement business. Accordingly, the Board determined it was in the Company’s and its stockholder’s best interests to re-engage in a process for the sale of the test and measurement business. For efficiency, the Board formed a three-member committee (the “M&A Subcommittee”), consisting of independent directors Steven Levy, Cindi Keith and Jay Sinder, to help assist the Company in efficiently evaluating potential acquisition inquiries for the Company’s test and measurement business and other potential strategic transactions, including the sale of the Company’s antenna business or the entire Company. The Board reserved for itself the authority to make all substantive determinations with respect to any such strategic transactions.

On June 19, 2023, representatives of the Company and Parent held a meeting to discuss the Company’s market segments and product lines.

On June 22, 2023, members of the Company’s management team and representatives of Lake Street met to discuss the process to sell the Company’s test and measurement business, as well as other strategic alternatives, and potential counterparties and their respective interests in a transaction with respect to the entire Company, the Company’s test and measurement business, or the Company’s antenna business.

On June 29 and July 6, 2023, the M&A Subcommittee held meetings to discuss the ongoing strategic sales process. The M&A Subcommittee discussed, among other things, the Company’s proposed sale process with respect to the test and measurement business and potential purchasers of the antenna business and the entire Company.

On July 12, 2023, certain members of the Company’s management team and representatives of Lake Street held a meeting to review the proposed process letter and the confidential information memorandum prepared by Lake Street related to the sale of the Company’s test and measurement business, as well as an overview of various potential purchasers.

On July 13, 2023, the M&A Subcommittee held a meeting to discuss the timeline for the process to sell the Company’s test and measurement business. The M&A Subcommittee also discussed, among other things, an overview of potential purchasers of the antenna business and the entire Company.

Lake Street, on behalf and with the consent of the Company, confidentially reached out to certain potential acquisition candidates with respect to the test and measurement business to gauge each party’s interest in a potential transaction and to determine whether any such party would like to receive, subject to the execution of a confidentiality agreement, material non-public information regarding the Company. In furtherance of such process, the Company entered into confidentiality agreements with Party C, a publicly listed network test and measurement company, and Party D, a multinational telecommunications company, on July 5, 2023 and July 6, 2023, respectively.

On July 14, 2023, Lake Street, on behalf of the Company, delivered the process letter and confidential information memorandum to Party C and Party D.

On July 17, 2023, a Parent representative contacted representatives of the Company to express Parent’s interest in the potential acquisition of the full Company. The Parent representative subsequently provided certain questions and a form of confidentiality agreement to the Company. The Parent representative stated that its interest was unrelated to the Company’s potential sale of its test and measurement business and instead was consistent with the prior discussions between the Company and Parent related to a purchase of the entire Company.

On July 20, 2023, the M&A Subcommittee held a meeting and discussed the status of discussions with Parent, as well as the process to sell the Company’s test and measurement business and the potential to sell the Company’s antenna business to Party E, a publicly listed communications company.

On July 20, 2023, Fritz E. Freidinger, the Company’s General Counsel, and representatives of Morgan Lewis met to discuss the status of the strategic sale process, the status of various interested parties, the form of confidentiality agreement provided by the Parent representative and various other matters.

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On July 21, 2023, the Company entered into a confidentiality agreement with Party E, which had previously shown interest in the acquisition of the Company’s antenna business.

On July 25, 2023, the Company and Parent executed a confidentiality agreement. The terms of the confidentiality agreement included customary non-solicitation and standstill provisions.

On July 27, 2023, the M&A Subcommittee met, and Mr. Neumann reported that the confidentiality agreement with Parent had been signed and provided an update on the provision of information made available to Parent. The M&A Subcommittee also discussed the ongoing process to sell the Company’s test and measurement business and other matters.

On July 28, 2023, the Parent representative and Mr. Neumann discussed the expected timing of the delivery by Parent to the Company of an initial indication of interest.

On July 31, 2023, the Company received a written proposal from Party C to acquire the test and measurement business at a value of approximately $40 to $45 million (the “Party C Offer”).

On August 1, 2023, the Parent representative provided Mr. Neumann an updated timeline for the provision of its initial indication of interest, with the expectation that such an indication would be provided sometime during the week of August 7, 2023.

On August 2, 2023, Lake Street spoke with representatives of Party D, who informed Lake Street that Party D was not interested in participating in a process to acquire the Company’s test and measurement business. Party D exhibited no interest in acquiring the entire Company, and discussions ceased.

Additionally, on August 2, 2023, at a regularly scheduled Board meeting, the Board discussed, among other items, the status of the Company’s ongoing process to sell the Company’s test and measurement business, including the Party C Offer and Party D’s lack of interest, the status of discussions with Parent with respect to the sale of the entire Company, and the status of discussions with Party E with respect to a sale of the Company’s antenna business. At such meeting, Mr. Freidinger presented an overview of fiduciary duties owed by the Board to the Company and its stockholders in connection with the strategic review process and answered questions related thereto.

On August 9, 2023, the Parent representative delivered its preliminary, non-binding proposal (the “August 9 Offer”) regarding a potential acquisition of the entire Company by Parent for a per share price of $6.00.

On August 10, 2023, the M&A Subcommittee held a meeting to discuss the August 9 Offer, as well as the Party C Offer. The M&A Subcommittee determined that the August 9 Offer was not adequate. Nevertheless, the M&A Subcommittee directed Mr. Neumann to direct Lake Street to prepare certain financial analyses so that the M&A Subcommittee could better understand and compare the Parent’s offer to acquire the entire Company and the Party C Offer to acquire only the Company’s test and measurement business.

On August 11, 2023, the Company informed the Parent representative that the M&A Subcommittee deemed the August 9 Offer inadequate. In response, the Parent representative requested that the Company provide a counteroffer for consideration.

On August 14, 2023, representatives of the Company discussed the status of the M&A Subcommittee’s consideration of a counteroffer with the Parent representative and noted an upcoming scheduled meeting of the M&A Subcommittee at which a potential counteroffer would be discussed.

On August 15, 2023, the M&A Subcommittee held a meeting to further discuss the August 9 Offer from Parent, as well as the status of conversations between Lake Street and Party E. The M&A Subcommittee determined that it was prudent to hold a meeting of the Board to discuss the August 9 Offer.

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On August 16, 2023, representatives of the Company and the Parent again discussed the timing of a potential counterproposal and the status of a meeting of the Board.

On August 17, 2023, Party E informed the Company that it would not make an offer to acquire the Company’s antenna business or the entire Company. Thereafter, conversations between the Company and Party E ceased.

On August 24, 2023, the Board held a special meeting with the Company’s management team and representatives of Morgan Lewis and Lake Street attending portions of the meeting. Representatives of Morgan Lewis summarized for the Board its fiduciary duties in connection with the consideration of any potential sale of the Company or a business thereof and answered questions related thereto. Additionally, representatives of Lake Street presented certain financial information regarding the Company’s test and measurement business and the Company as a whole. The Board discussed the August 9 Offer and the Party C Offer and how they compared in light of the information prepared by Lake Street, and the tax impact on the Company in connection with the sale of the test and measurement business. In connection with such discussions, the Board also discussed potential counteroffers for each Parent and Party C. The Board approved counteroffers to be provided to Parent of $7.80 per share and to Party C of $60 to $65 million. The Board further discussed potential minimum prices that would be acceptable.

On August 25, 2023, representatives of Lake Street met via teleconference with representatives of Parent and Evercore, Parent’s financial advisor, and presented the Company’s counterproposal to the August 9 Offer of $7.80 per share (comprised of $6.00 per share, with Company stockholders retaining the cash on the balance sheet of approximately $34 million), and the Company’s reasoning for such counteroffer.

On August 25, 2023, representatives of Lake Street met with representatives of Party C and presented the Company’s counterproposal to the Party C Offer of $60 to $65 million, and the Company’s reasoning for such counteroffer.

On August 28, 2023, representatives of Party C informed Lake Street that Party C would not be increasing its initial offer price.

On August 28, 2023, Parent provided an updated proposal of $6.25 per share.

On September 3, 2023, following discussion with the M&A Subcommittee, the Company provided the Parent representative an updated counterproposal of $7.50 per share.

On September 5, 2023, Lake Street reached out to Party A to inform Party A of the Company’s continued interest in selling its test and measurement business and to determine whether Party A remained interested in acquiring the test and measurement business.

On September 6, 2023, Party A responded to Lake Street offering to acquire the Company’s test and measurement business for between $60 to $65 million (the “Party A Offer”). The Party A Offer was subject to a number of contingencies, including continued due diligence and the execution of an asset purchase agreement containing terms that the Company had not previously been willing to accept.

Also on September 6, 2023, representatives of the Company and Parent met to discuss an updated proposal from Parent of $7.00 per share (the “September 6 Offer”).

On September 7, 2023, the Board held a meeting to consider updated financial information prepared by Lake Street and to discuss the Party A Offer and the September 6 Offer and consider possible counterproposals. Representatives of Lake Street and Morgan Lewis participated in the meeting. The Board determined that the Party A Offer was less attractive than a sale of the entire Company, primarily based on the value of the Party A offer, the terms to which the Party A Offer was subject and the lack of deal certainty. The Board determined a counterproposal would be made to Parent at $7.25 per share.

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On September 8, 2023, the Company provided the Parent representative with the counterproposal of $7.25 per share. The Parent representative subsequently informed the Company that it would accept the $7.25 counterproposal.

On September 10, 2023, Parent delivered a non-binding proposal for the potential acquisition of the Company at a per share purchase price of $7.25 and contemplating a thirty-day exclusivity period. The non-binding proposal also included certain conditions, including a condition that the Company would have certain minimum cash and cash equivalents at the closing. The Company and Parent exchanged a draft of the proposed non-binding proposal and corresponding exclusivity agreement and ultimately executed the exclusivity agreement on September 14, 2023.

On September 14, 2023, Parent delivered to the Company a due diligence request list. Following receipt thereof, the Company began sharing material non-public information with Parent and shortly thereafter the Company provided Parent and its representatives with access to the Company’s virtual data room containing information responsive to Parent’s due diligence request list.

On September 15, 2023, the Board replaced the M&A Subcommittee with a new committee (the “Transaction Committee”) and appointed Messrs Levy, Rossabi and Sinder, all independent Directors, to serve as members. The Board authorized the Transaction Committee to (i) oversee, on behalf of the Board, the negotiation and execution of the transaction with Parent, as well as any other strategic opportunities that arise, (ii) have regular and special meetings as it sees fit to facilitate this oversight, (iii) make decisions, on behalf of the Board, as to the negotiation of the terms of the transaction and the execution of the transaction, and (iv) make recommendations to the Board as to the Board’s approval of the transaction and the terms thereof.

On September 18, 2023, Evercore introduced the Company to representatives of Latham & Watkins LLP, Parent’s legal counsel (“Latham”).

On September 20, 2023, following previous discussions and a determination by the M&A Subcommittee that it would be prudent to hire an independent financial advisor other than Lake Street for purposes of obtaining an opinion regarding the proposed transaction, the Company discussed the potential transaction with representatives of Lincoln. Following this discussion, representatives of Lincoln provided an initial draft of its engagement letter to the Company on September 25, 2023. After a review of the engagement letter by the Company and Morgan Lewis, the engagement letter with Lincoln was executed on September 27, 2023.

On September 22, 2023, Latham delivered to Morgan Lewis an initial draft of the Agreement and Plan of Merger (the “merger agreement”). Morgan Lewis reviewed the merger agreement with Mr. Freidinger.

On September 28, 2023, the Transaction Committee held a meeting attended by representatives of Morgan Lewis. The representatives of Morgan Lewis discussed the material terms of the merger agreement, including the consideration and treatment of the Company’s outstanding equity awards, the interim operating covenants applicable to the Company, the Company’s non-solicitation prohibitions and corresponding exceptions, the treatment of the Company’s employees post-closing, the conditions to closing, including a proposed minimum cash requirement, and the termination provisions, among others. The Transaction Committee asked questions (which were answered) and gave feedback on certain provisions and terms.

On October 3, 2023, Morgan Lewis delivered to Latham a revised draft of the merger agreement, which reflected conversations with and suggestions from management and the Transaction Committee. Latham subsequently delivered another revised draft of the merger agreement on October 6, 2023.

On October 5 and October 9, 2023, the Transaction Committee met, with representatives of Morgan Lewis joining, to discuss the material terms of the merger agreement. During the week of October 9, Morgan Lewis and Latham exchanged a number of drafts of the merger agreement and engaged in discussions regarding the negotiation of the same.

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Also on October 9, 2023, representatives of the Company and Parent discussed the total deal consideration, and the Parent representative explained that it would not be in a position to pay more than $7.00 per share given the results of due diligence and particularly the decline in the Company’s expected financial performance. Parent indicated the offer of $7.00 per share was its best and final offer and that it was willing to drop the minimum cash closing condition. Mr. Neumann immediately informed the Board of this conversation and convened a meeting on October 10, 2023.

On October 10, 2023, the full Board met with the Company’s management and representatives of Morgan Lewis and Lake Street. The Board discussed the reduction to the purchase price by $0.25 per share, or approximately 3%, and whether the Board was willing to move forward with the transaction at the current price. Lake Street presented to the Board updated financial information and the financial impact given the reduction in the price per share, and questions were asked and answered. After a discussion, the Board determined to continue to pursue a transaction with Parent.

Also on October 10, 2023, the Company discussed with representatives of Lincoln the downward adjustment to the purchase price. Following this discussion, representatives of Lincoln updated its preliminary financial analysis of the proposed transaction.

On October 11, 2023, representatives of the Company, Morgan Lewis, Parent and Latham met via teleconference to discuss their respective goal to sign the merger agreement no later than October 13, 2023 and the various open items to be resolved in order to achieve such goal.

On October 12, 2023, representatives of the Company, Morgan Lewis, Parent and Latham met via teleconference to negotiate the final portions of the merger agreement. The parties agreed that, in furtherance of prior discussions, no minimum cash and cash equivalents closing condition would be required. Additionally, the Parties negotiated provisions relating to deal-protection provisions including what may constitute a “Superior Proposal” as well as the conduct of the parties in the event the Company were to receive proposals related to acquiring one or more of its business units during the period between signing the merger agreement and closing.

On October 13, 2023, Company management provided a letter to representatives of Lincoln, certifying the accuracy of certain historical and projected financial information provided by the Company to representatives of Lincoln for purposes of its analysis and opinion, and approved for Lincoln’s use the financial projections prepared by Company management.

On the afternoon of October 13, 2023, the Board met, with Company management and representatives of Morgan Lewis, Lake Street and Lincoln attending portions of the meeting. Representatives of Morgan Lewis summarized the key provisions of the merger agreement and again discussed with the Board members their fiduciary obligations. Representatives of Lincoln then reviewed with the Board Lincoln’s financial analysis of the proposed Merger and rendered an oral opinion (which was subsequently confirmed in writing) to the effect that, as of the date and subject to the procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by Lincoln, as set forth in its written opinion, the merger consideration to be received by holders of Common Stock in the Merger was fair, from a financial point of view, to such holders (other than holders of Excluded Shares). Thereafter, representatives of Lincoln left the meeting and the Board engaged in further discussion and questions were asked and answered.

Then, upon a motion duly made, the Board, among other items, (i) determined that the merger agreement, the Merger and the other transactions contemplated by the merger agreement are in the best interests of the Company and the Company’s stockholders, (ii) approved, adopted and declared advisable the merger agreement and the execution, delivery and performance thereof by the Company and, subject to receiving the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, the consummation by the Company of the Merger and the other transactions contemplated by the merger agreement, (iii) directed that the adoption of the merger agreement be submitted to a vote of the

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Company’s stockholders at the Special Meeting and (iv) resolved to recommend the adoption of the merger agreement to the Company’s stockholders in accordance with the applicable provisions of the laws of the State of Delaware.

On the evening of October 13, 2023, the Company and Parent entered into the merger agreement. The Company issued a press release announcing the execution of the merger agreement later that evening.

Recommendation of our Board of Directors

At the Special Meeting of the Board on October 13, 2023, after careful consideration, the Board:

Reasons for Recommending the Approval and Adoption of the Merger Agreement

In evaluating the merger agreement and the transactions contemplated thereby, including the Merger, the Board consulted with the Company’s senior management team and outside legal and financial advisors and considered and evaluated a significant amount of information and numerous factors, including the following factors, each of which the Board believed supported a determination to approve the merger agreement and the transactions contemplated thereby, including the Merger, and a recommendation that the Company’s stockholders vote in favor of adopting the merger agreement:

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In the course of its deliberations, the Board also considered certain risks and other potentially negative factors concerning the transactions contemplated by the merger agreement, including:

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The Board concluded that the potentially negative factors associated with the proposed merger were outweighed by the potential benefits that it expected Company stockholders would receive as a result of the proposed merger, including the belief that the proposed merger would maximize the value received by Company stockholders and eliminate the risks and uncertainties affecting the future prospects of the Company as a stand-alone company.

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive but includes the material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the proposed merger and the complexity of this matter, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether, or to what extent, any factor or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on its consideration of the totality of the information presented to it, including the factors described above.

In considering the Board’s recommendation, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests, including financial interests, in the

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proposed merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby, and in making its recommendation.

Opinion of Lincoln International LLC

On October 13, 2023, Lincoln International LLC rendered its oral opinion to the Board (which was subsequently confirmed in writing) to the effect that, as of such date and subject to and based on the procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by Lincoln as set forth in its written opinion, the merger consideration to be received by Company stockholders in the Merger was fair, from a financial point of view, to such stockholders (other than holders of Excluded Shares).

Lincoln’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, of the merger consideration to be received by Company stockholders in the Merger, and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger. The summary of Lincoln’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and which describes the procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by Lincoln in connection with the preparation of its opinion. Neither Lincoln’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, the Company or any security holder as to how to act or vote on any matter relating to the Merger or otherwise.

In connection with rendering its opinion, Lincoln, among other things:

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In performing its analyses and rendering its opinion with respect to the Merger, Lincoln, with the Company’s consent:

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Lincoln’s opinion was necessarily based on financial, economic, market and other conditions as they existed on and the information made available to Lincoln as of the date thereof. Although subsequent developments may affect Lincoln’s opinion, Lincoln does not have any obligation to update, revise or reaffirm its opinion.

Lincoln did not evaluate the Company’s solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any of its subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. Lincoln was not requested to, nor did Lincoln, participate in the negotiation or structuring of the Merger. Lincoln was not requested to, nor did Lincoln, seek alternative candidates for the Merger.

Lincoln’s opinion (i) did not address the underlying business decision of the Board or the Company to proceed with or effect the Merger or the relative merits of the Merger as compared to other transaction structures, transactions or business strategies that may be available to the Company or the effect of any other transaction in which the Company might engage, and did not address whether the merger consideration to be received was the best possibly attainable under the circumstances, (ii) did not constitute advice or a recommendation to the Board or any security holder as to how they should act or vote with respect to any matter relating to the Merger, and (iii) only addressed the fairness from a financial point of view of the merger consideration to be received by the stockholders of the Company in the Merger and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger or otherwise. Lincoln expressed no opinion as to the fairness of any portion or aspect of the Merger to (a) the holders of any class of securities, creditors or other constituencies of the Company, or any other party, except as expressly set forth in its opinion, or (b) any one class or group of the Company’s security holders, creditors or other constituencies vis-à-vis any other class or group of the Company’s security holders, creditors or other constituents (including, without limitation, the allocation of any merger consideration among or within such classes or groups of security holders, creditors or other constituents). The decision as to whether to proceed with the Merger or any related transaction depends on an assessment of various factors, many of which are unrelated to the financial analyses on which Lincoln’s opinion was based.

Lincoln expressed no opinion as to what the market price or value of the stock of the Company would be after the announcement of the Merger. Lincoln’s opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Lincoln also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the merger consideration in the Merger.

Set forth below is a summary of the material financial analyses reviewed by Lincoln with the Board on October 13, 2023 in connection with rendering Lincoln’s opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Lincoln. The order of the financial analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by Lincoln. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before October 12, 2023 and is not necessarily indicative of then-current market conditions.

The following summary of Lincoln’s financial analyses includes information presented in tabular format. Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the merger consideration. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute complete analyses. Considering the tables below without considering the full narrative description of Lincoln’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

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While this summary describes certain of the analyses and factors that Lincoln deemed material in its presentation to the Board, it is not a comprehensive description of all analyses and factors considered by Lincoln. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description.

Lincoln did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness of the merger consideration. Accordingly, Lincoln believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. Lincoln did not place any specific reliance on any individual analysis, but instead concluded that its analyses, taken as a whole, supported its opinion.

Summary of Lincoln’s Financial Analysis

Discounted Cash Flow Analysis

Lincoln performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lincoln performed a discounted cash flow analysis of the projected unlevered free cash flows of the Company for the fiscal years 2023 through 2028. Free cash flow was based on the forecasted unlevered after-tax net operating profits adjusted for non-cash charges, working capital investments, and capital expenditures. The tax rate utilized in the discounted cash flow analysis was 26.0%, as provided by Company management. Lincoln calculated the net present value of the projected unlevered free cash flows utilizing an estimate of the Company’s weighted average cost of capital for the discount rate. For purposes of its discounted cash flow analysis, Lincoln utilized and relied upon the Company Projections, which provided a financial forecast for the fiscal years 2023 through 2028, and other financial information provided by Company management. For further information regarding the Company Projections, see “The Merger—Forward-Looking Financial Information.”

In calculating the net present value of the unlevered free cash flows in the discounted cash flow analysis, Lincoln utilized a weighted average cost of capital range of 13.5% to 15.0%. The discount rate range was selected giving consideration to market-based and company-specific risks and was based on Lincoln’s professional judgment and experience. Lincoln calculated the Company’s terminal value by applying an assumed perpetuity growth rate of 3.5% to the Company’s terminal year unlevered free cash flows. Lincoln discounted the indicated terminal value to present value using the selected range of discount rates, and added the present value of the unlevered free cash flows and the present value of certain tax amortization benefits as provided by Company management. Based on these assumptions, and after rounding, Lincoln’s discounted cash flow analysis indicated an estimated enterprise value range for the Company of $54.0 million to $62.0 million. Lincoln then calculated an estimated equity value range for the Company by adding the present value of certain tax benefits anticipated to result from the Company’s net operating losses, adding the amount of the Company’s cash and cash equivalents, and subtracting the amount of the Company’s capital lease obligations, each as of August 31, 2023 and as provided by Company management. The resulting estimated equity value range was then divided by the number of shares of Common Stock outstanding, as provided by Company management, to derive a range of equity values per share of $4.83 to $5.27, as compared to the equity value per share of $7.00 in the Merger.

Selected Public Companies Analysis

Lincoln performed a selected public companies analysis for the Company. Although none of the selected public companies is directly comparable to the Company, Lincoln selected the public companies for its analysis based on their degree of similarity to the Company, primarily in terms of operations, geographic footprint, size,

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and historical and projected financial performance as compared to the Company. Lincoln analyzed the selected public companies listed below:

The table below summarizes observed historical and projected multiples of enterprise value to last 12 months (“LTM”) revenue, LTM earnings before interest, taxes, depreciation and amortization (“EBITDA”), estimated calendar year 2023 EBITDA (“2023P EBITDA”), estimated calendar year 2024 EBITDA (“2024P EBITDA”), and estimated calendar year 2025 EBITDA (“2025P EBITDA”) for the selected public companies, in each case as of October 12, 2023. The EBITDA estimates for calendar years 2023, 2024 and 2025 for the selected public companies were derived based on certain publicly available historical financial data and equity research analyst estimates for the selected public companies.

The results of this analysis were as follows:

Selected Public Companies Analysis

Note: 2025P EBITDA figures were not available for Airgain, Inc., AmpliTech Group, Inc., Aviat Networks, Inc., Inseego Corp. and Keysight Technologies, Inc. LTM EBITDA figures were not meaningful for Airgain, Inc., AmpliTech Group, Inc., Inseego Corp. and PowerFleet, Inc.; 2023P EBITDA figures were not meaningful for Airgain, Inc., AmpliTech Group, Inc. and PowerFleet, Inc.; and 2024P EBITDA figures were not meaningful for Airgain, Inc.

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None of the selected public companies was identical to the Company. As a result, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies, but also requires complex consideration and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of the Company.

Selected M&A Transactions Analysis

Lincoln reviewed publicly available information related to selected mergers and acquisitions transactions listed in the table below. The selection of these transactions was based on, among other things, the target company’s industry and operational similarity, the relative size of the transaction, and the availability of public information related to the selected transaction.

Selected M&A Transactions Analysis

Note: LTM EBITDA figures were not available for the transactions involving Nearfield Systems Inc. / AMETEK, Inc. and octoScope, Inc. / Spirent Communications plc; LTM EBITDA figures were not meaningful for the transaction involving Sierra Wireless, Inc. / Semtech Corporation.

The LTM revenue and LTM EBITDA multiples for the selected target companies were calculated based on certain publicly available historical financial data for the selected M&A transactions. No company or transaction utilized in the selected M&A transactions analysis was identical or directly comparable to the Company or the Merger.

Summary of Selected Public Companies / Selected M&A Transactions Analyses

To determine a range of implied enterprise values for the Company, Lincoln multiplied its selected range of enterprise value to 2023P EBITDA and 2024P EBITDA multiples of 9.0x to 10.0x and 8.0x to 9.0x, respectively, by the Company’s 2023P EBITDA and 2024P EBITDA, based on the Company Projections. This analysis resulted in a range of implied enterprise values for the Company of approximately $52.4 million to $58.2 million and $53.1 million to $59.7 million, respectively, and an indicated enterprise value reference range, after rounding, of $53.0 million to $59.0 million. Lincoln then calculated an estimated equity value range for the Company by adding the present value of certain tax benefits anticipated to result from the Company’s net operating losses, adding the amount of the Company’s cash and cash equivalents, and subtracting the amount of the Company’s capital lease obligations, each as of August 31, 2023 and as provided by Company management. The resulting estimated equity value range was then divided by the number of shares of Common Stock outstanding, as provided by the Company management, to derive a range of equity values per share of $4.79 to $5.11, as compared to the equity value per share of $7.00 in the Merger.

Valuation multiples were selected, in part, by taking into consideration historical and projected financial performance metrics of the Company relative to such metrics of the selected public companies and selected

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M&A transactions target companies, including, but not limited to, the size of the Company on a revenue and EBITDA basis, historical, estimated and projected EBITDA margins compared to the selected public companies, and historical, estimated and projected revenue and EBITDA growth compared to the selected public companies.

Summary of Analysis

The range of indicated enterprise values for the Company that Lincoln derived from its discounted cash flow analysis and its selected public companies and selected M&A transactions analysis were $54.0 million to $62.0 million and $53.0 million to $59.0 million, respectively. Lincoln derived a concluded enterprise value range for the Company based on the average of the enterprise value ranges implied by the discounted cash flow analysis and the selected public companies and selected M&A transactions analyses, which resulted in a concluded enterprise value range for the Company of $53.5 million to $60.5 million. Lincoln then calculated an estimated equity value range for the Company by adding the present value of certain tax benefits anticipated to result from the Company’s net operating losses, adding the amount of the Company’s cash and cash equivalents, and subtracting the amount of the Company’s capital lease obligations, each as of August 31, 2023 and as provided by Company management. The resulting estimated equity value range was then divided by the number of shares of Common Stock outstanding, as provided by Company management, to derive a concluded range of equity values per share of $4.81 to $5.19, as compared to the equity value per share of $7.00 in the Merger.

Miscellaneous

Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln and its affiliates may in the future provide investment banking and other financial services to the Company, Parent, or each of their respective affiliates, for which Lincoln and its affiliates would expect to receive compensation. Lincoln was engaged by the Company on September 27, 2023 to render an opinion to the Board as to whether the merger consideration to be received by Company stockholders in the Merger was fair, from a financial point of view, to such stockholders. Lincoln received fees for its services of approximately $275,000, of which a portion was payable at the time Lincoln was engaged by the Company, and the remainder of which became payable upon Lincoln informing the Board that it was prepared to deliver its opinion as requested. No portion of Lincoln’s fee in connection with the delivery of its opinion is contingent upon either the conclusion reached in its opinion or the consummation of the Merger. Pursuant to the engagement letter between Lincoln and the Company, the Company agreed to customary expense reimbursement and indemnification provisions. With the exception of a prior financial advisory assignment for the Company in 2023 in connection with a proposed transaction that was terminated, and for which Lincoln received customary compensation and indemnification, no other fees have been paid to Lincoln and its affiliates by the Company, Parent or their respective affiliates during the past two years.

Forward-Looking Financial Information

Given the unpredictability of the underlying assumptions and estimates inherent in preparing financial projections, the Company does not as a matter of general practice publicly disclose detailed projections as to its anticipated financial position or results of operations. The Company has provided estimated revenue and earnings ranges for the then-subsequent quarters in its regularly-scheduled earnings releases.

In connection with the Company’s evaluation of potential strategic alternatives, in August 2023, the Company’s management prepared forward-looking financial information with respect to fiscal years 2023 and 2024, taking into account the Company’s results through June 2023. The financial projections were provided to the Company’s financial advisor, Lake Street, reviewed by the Company’s Board, and provided to Parent. These projections were subsequently updated in late September and early October 2023 to reflect additional information with respect to fiscal years 2023 and 2024. At the same time, the Company prepared forward-looking financial information for years beyond 2024. The revised projections were reviewed by the Board and provided to Lake

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Street and to financial advisor Lincoln for their use and reliance in connection with their financial analyses and opinions as described in the section titled “The Merger—Opinion of Lincoln International LLC,” beginning on page 38.

The financial projections were prepared assuming the Company’s continued operation on a stand-alone basis. None of the financial projections were intended for public disclosure. A summary of the financial projections is included in this proxy statement only because such financial projections or certain portions thereof were made available to the Board and the Company’s financial advisors, as applicable. The inclusion of the financial projections in this proxy statement does not constitute an admission or representation of the Company that the financial projections or the information contained therein is material.

The financial projections are unaudited and were not prepared with a view toward public disclosure or compliance with the guidelines established by the Public Company Accounting Oversight Board (United States) for preparation and presentation of prospective financial information or generally accepted accounting principles as applied in the U.S. (“GAAP”) or the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures. Neither the Company’s independent registered public accounting firm nor any other independent accountant has compiled, examined or performed any procedures with respect to the financial projections or expressed any opinion or any other form of assurance on the financial projections or their achievability. The Company’s independent registered public accounting firm assumes no responsibility for, and disclaims any association with, the financial projections.

In the view of the Company’s management, the financial projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding the Company’s future financial performance at the time of their preparation. The financial projections are not facts and should not be relied upon as necessarily predictive of actual future results. You are cautioned not to place undue reliance upon the financial projections. Some or all of the assumptions made in connection with the preparation of the financial projections may change from the date on which the financial projections were prepared. None of the Company, or any of their respective advisors or other representatives makes any representation to any Company stockholder regarding the validity, reasonableness, accuracy or completeness of the financial projections or the ultimate performance of the Company relative to the financial projections. Except as required by applicable law, neither the Company nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the financial projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the financial projections, which were prepared as of an earlier date.

The financial projections do not reflect changes in general business or economic conditions since the time they were prepared, changes in the Company’s businesses or their prospects or any other transactions or events that have occurred or that may occur and that were not anticipated at the time the financial projections were prepared, and the financial projections are not necessarily indicative of current values or necessarily predictive of actual future performance, which may be significantly more favorable or less favorable than as set forth therein and should not be regarded as a representation that the financial forecasts, projected results or other estimates and assumptions therein will be achieved.

Given that the financial projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. The financial projections also cover multiple fiscal years, and such information by its nature becomes less predictive with each succeeding fiscal year. The financial projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results, including, without limitation, the factors described in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 16, 2023, as amended by the Form 10-K/A filed on April 28, 2023, and in the Company’s other public filings with the SEC. For additional information on factors that may cause the

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Company’s future financial results to materially vary from the projected results summarized below, see the section titled “Special Note Regarding Forward-Looking Statements,” on page 18. Accordingly, there can be no assurance that the projected results summarized below will be realized or that actual results will not differ materially from the projected results summarized below, and the financial projections cannot be considered a guarantee of future operating results and should not be relied upon as such. No representation is made by the Company or any of its affiliates, advisors or other representatives or any other person to any Company stockholder or any other person regarding the actual performance of the Company compared to the results included in the financial projections or otherwise.

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. For a more detailed description of the information available, see the section titled “Where You Can Find Additional Information,” on page 95. The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the effect of the Merger and related matters. Further, the financial projections do not take into account the effect of any failure of the Merger to be consummated and should not be viewed in any manner in that context.

The financial projections reflect various estimates, assumptions and methodologies of the Company, all of which are difficult to predict and many of which are beyond the Company’s control, including, among others, assumptions with respect to general business, economic, regulatory, litigation, market and financial conditions and matters specific to the Company’s businesses.

In addition, certain of the financial projections are non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled financial measures used by other companies. Furthermore, pursuant to the published guidelines of the SEC, the non-GAAP metrics are not reconciled to GAAP metrics.

Financial Projections

The following table summarizes the financial projections as of October 2023:

Financial Projections Summary

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To prepare the financial projections, Company management factored in a number of assumptions. In particular, the financial projections assume the following:

EXCEPT AS REQUIRED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES INTENDS TO, AND EACH OF THEM DISCLAIMS ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING OR EVENTS OCCURRING AFTER THE RESPECTIVE DATES WHEN THE FINANCIAL PROJECTIONS WERE PREPARED OR TO REFLECT THE EXISTENCE OF FUTURE CIRCUMSTANCES OR THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE OR BECOME NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Interests of Directors and Executive Officers in the Merger

Members of the Board and the Company’s executive officers have various interests in the Merger described in this section that may be in addition to, or different from, the interests of the Company stockholders generally. You should keep this in mind when considering the recommendation of the Board “FOR” the approval and adoption of the Merger. The members of the Board were aware of these interests and considered them at the time they approved the merger agreement and in making their recommendation that Company stockholders approve and adopt the merger agreement. These interests are described below.

The Company’s directors for purposes of the discussion below are Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, M. Jay Sinder, and Anthony Rossabi. In accordance with SEC rules, this discussion is required to cover former directors of the Company who served as directors of the Company at any time since January 1, 2022, which includes Giacomo Marini. Since Mr. Marini no longer serves as a director of the Company, and to the Company’s knowledge, does not have any interests in the Merger that are different from those of a Company stockholder, Mr. Marini has been omitted from the discussion below.

The Company’s executive officers for purposes of the discussion below are David A. Neumann (Chief Executive Officer and Director), Rishi Bharadwaj (Senior Vice President and Chief Operating Officer), Suzanne Cafferty (Vice President, Global Marketing), Fritz E. Freidinger (Vice President, General Counsel and

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Secretary), Tricia Lancaster (Vice President, Human Resources), Daniel Laredo (Vice President, Global Sales), Kevin J. McGowan (Vice President and Chief Financial Officer), and Sumeet Paul (Vice President and Chief Information Officer). In accordance with SEC rules, this discussion is required to cover former executive officers of the Company who served as executive officers at any time since January 1, 2022, which includes Arnt Arvik (former Vice President and Chief Sales Officer), Shelley J. Bacastow (former Senior Vice President, Chief Legal Officer and Company Secretary), and Leslie Sgnilek (former Vice President of Corporate Resources and Chief Risk Officer), each of whom to the Company’s knowledge, does not have any interests in the Merger that are different from those of a Company stockholder, and therefore such former executive officers have been omitted from the discussion below.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section titled “—Golden Parachute Compensation” below, were used:

Treatment of Outstanding Equity Awards

The merger agreement provides that, with respect to all outstanding equity awards under the Company’s equity plans, as a result of the Merger:

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Treatment of Outstanding Equity Awards—Summary Tables

Non-Employee Directors

The following table sets forth the number of shares subject to the restricted stock awards held by each individual that has served as a non-employee director of the Company since January 1, 2022, as of the assumed effective time and the estimated value of such awards based on the merger consideration. All share numbers have been rounded to the nearest whole number. Depending on when the effective time occurs, certain of these equity awards may vest and/or cancelled, in each case, prior to the effective time in accordance with their terms and independent of the occurrence of the Merger. As of the assumed effective time, none of the Company’s non-employee directors held any other equity awards with respect to the Company and none of the restricted stock awards held by the non-employee directors are subject to performance-based vesting conditions. The estimated aggregate value of payments that will be made to these non-employee directors in respect of their outstanding restricted stock awards that would be cancelled in exchange for the merger consideration is approximately $753,892.

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Executive Officers

The following table sets forth the outstanding (i) unvested restricted stock awards subject to time-based vesting conditions and (ii) unvested restricted stock awards subject to performance-based vesting conditions held by each executive officer of the Company as of the assumed effective time and the estimated value of such awards based on the merger consideration. Depending on when the effective time occurs, certain of these equity awards may vest and/or be cancelled, in each case, prior to the effective time in accordance with their terms and independent of the occurrence of the Merger. All share numbers have been rounded to the nearest whole number. The estimated aggregate value of payments that will be made to these executive officers in respect of their outstanding time and performance-based restricted stock awards that would be cancelled in exchange for the merger consideration is approximately $3,515,415.

Change in Control Severance Benefits for Executive Officers

Management Retention Agreements

The Company has entered into management retention agreements to provide retention benefits to its named executive officers (“NEOs”) and other executive officers upon the occurrence of certain events surrounding a Change Of Control (as defined in the management retention agreements). The Merger will be a Change Of Control as defined in the management retention agreements. The retention benefits offered by the Company to

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executive officers in connection with a Change Of Control are based on a “double trigger” requiring both (i) a completed Change of Control event, and (ii) within 12 months following such Change of Control event, either (x) an involuntary termination of such executive officer’s employment other than as a result of cause, death or disability, or (y) a termination by the executive officer of his or her employment pursuant to a “Voluntary Termination for Good Reason” (as defined in the applicable management retention agreement). The principal retention benefits available to the NEOs and participating executive officers upon satisfaction of both triggers are a lump sum payment of a specified multiple of base salary, acceleration of 100% of any certain unvested equity incentives, and Company-paid healthcare benefits for a specified period of time, all as reported in the table below. The management retention agreements also provide for the conversion of performance-based equity awards into time-based equity awards; however, as discussed above, the merger agreement contemplates that all outstanding equity awards (time or performance-based) would be accelerated in connection with the Merger, and thus the merger agreement supersedes such provision. The Company does not provide any tax gross-up on retention benefits. Severance payments and benefits under the management retention agreements are subject to the executive officer’s execution and non-revocation of a release of claims in favor of the Company and the executive officer’s compliance with a non-solicitation covenant applying during employment and for 12 months thereafter and a non-competition covenant.

The management retention agreements contain a Section 280G “best net” provision, which provides that if the total payments to the executive officer would exceed the applicable threshold under Section 280G of the Code, then those payments will be reduced to the applicable threshold to avoid the imposition of the excise taxes under Section 4999 of the Code in the event, and only in the event, such reduction would result in a better after-tax result for the executive officer.

Director and Officer Indemnification and Insurance Information

Pursuant to the terms of the merger agreement, each current or former director or officer of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For additional information, see the section titled “The Agreement and Plan of Merger—Director and Officer Indemnification and Insurance Information,” beginning on page 75.

Golden Parachute Compensation

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of compensation that each named executive officer could receive that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to the Company’s named executive officers. For additional details regarding the terms of the payments and benefits described below, see the discussion above. This Merger-related compensation is subject to a non-binding advisory vote of the Company stockholders, as set forth in Proposal 2 to this proxy statement. For additional information, see the section titled “Proposal 2: Advisory Compensation Proposal” on page 24.

The calculations in the table do not include amounts that the Company’s named executive officers were already vested in as of the date of this proxy statement. These amounts also do not reflect compensation actions that may occur after the date of this proxy statement but before the effective time.

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The amounts set forth below are estimates of amounts that would be payable to the named executive officers using the assumptions described above under the section titled “The Merger—Certain Assumptions” on page 48. These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available, and as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.

The amounts attributable to Company restricted stock are attributable to a single-trigger arrangement (i.e., the accelerated payment will occur upon completion of the Merger and with respect to which payment is not conditioned upon the named executive officer’s certain termination of employment) and reflect the treatment that will apply to all similar outstanding equity awards (including awards held by individuals who are not named executive officers) pursuant to the terms of the merger agreement.

Certain Effects of the Merger

If the proposal to approve and adopt the merger agreement is approved by the holders of shares of Common Stock representing a majority of the outstanding voting shares of Common Stock and the other conditions to the closing of the Merger are either satisfied or (to the extent permitted by applicable law) waived, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the Merger, the Company will continue to exist following the merger as a wholly-owned subsidiary of Parent.

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Following the completion of the Merger, all of the Company’s equity interests will be beneficially owned by Parent, and, by virtue of the Merger, none of the Company’s current stockholders will have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent. As a result, the Company’s current stockholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Common Stock. Following the Merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

At the effective time, except as described below, each share of Common Stock issued and outstanding immediately prior to the effective time will be cancelled and automatically converted into the right to receive $7.00 in cash, without interest thereon, other than (i) shares that are owned by the Company in treasury or owned of record by any subsidiary of the Company (other than those held on behalf of a third party), (ii) shares owned of record by Parent, Merger Sub or any of their respective subsidiaries (other than those held on behalf of a third party) and (iii) shares held by stockholders who have not voted in favor of approval and adoption of the merger agreement and who are entitled to demand and properly exercise dissenters’ rights with respect to such shares and complied in all respects with all the applicable provisions of the DGCL.

For information regarding the effects of the Merger on the Company’s outstanding equity awards and the Company’s equity plans, please see the section titled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 47, and the section titled “The Agreement and Plan of Merger—Treatment of Outstanding Equity Awards and Equity Plans,” beginning on page 48.

The Common Stock is currently registered under the Exchange Act and trades on Nasdaq under the symbol “PCTI.” Following the completion of the Merger, shares of Common Stock will no longer be traded on Nasdaq or any other public market. In addition, the registration of shares of Common Stock under the Exchange Act will be terminated, and the Company will no longer be required to file periodic and other reports with the SEC with respect to Common Stock. Termination of registration of Common Stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company stockholders and the SEC, and would make certain provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company, to the extent that such provisions apply solely as a result of the registration of Common Stock under the Exchange Act.

Consequences if the Merger is Not Completed

If the proposal to approve and adopt the merger agreement is not approved by the holders of shares representing a majority of the outstanding voting shares of Common Stock or if the Merger is not completed for any other reason, holders of shares of Common Stock will not receive any consideration from Parent or Merger Sub for such holder’s shares of Common Stock. Instead, the Company will remain a public company, and the Common Stock will continue to be listed and traded on Nasdaq. We expect that holders of shares of Common Stock would continue to be subject to the same risks to which they are currently subject with respect to their ownership of Common Stock. If the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of the Common Stock, including the risk that the market price of the Common Stock may decline to the extent that the current market price of the Common Stock reflects a market assumption that the Merger will be completed. If the proposal to approve and adopt the Merger is not approved by the holders of shares representing a majority of the outstanding voting shares of Common Stock or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that the Company’s business, prospects or results of operations will not be adversely impacted.

In addition, if the merger agreement is terminated under specified circumstances, the Company is required to pay Parent a termination fee of $4.9 million. See the section titled “The Agreement and Plan of Merger—Expenses; Termination Fees,” on page 82.

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Financing of the Merger

The Merger will be financed through Parent’s cash on hand. The Merger is not subject to a financing condition.

Regulatory Approvals

Parent and the Company have agreed to (and to cause their affiliates to) use commercially reasonable efforts to (i) consummate the Merger and the transactions contemplated by the merger agreement, (ii) promptly obtain all actions or nonactions, consents, clearances, permits (including environmental permits), waivers, approvals, authorizations and orders from governmental entities necessary or advisable in connection with the consummation of the Merger and the transactions contemplated by the merger agreement, (iii) as promptly as practicable after the date of the merger agreement, make all registrations, notifications, and filings with any governmental entity necessary or advisable in connection with the consummation of the Merger and the transactions contemplated by the merger agreement, including filings required under applicable U.S. or foreign antitrust, competition, merger control and foreign investment laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any governmental entity challenging the merger agreement or the Merger and the transactions contemplated by the merger agreement, and (v) execute and deliver any additional instruments necessary or advisable to consummate the Merger and the transactions contemplated by the merger agreement.

The merger agreement provides that neither Parent nor any of its affiliates shall be required to (and the Company, its subsidiaries and its and their affiliates shall not, without Parent’s prior written consent) offer, propose, negotiate, agree to, consent to or effect (i) any operational restrictions or limitations, (ii) any sale, license, disposition or holding separate of assets or businesses, or (iii) any other remedy, condition, commitment or undertaking of any kind, in each case, in order to obtain actions or nonactions, consents, clearances, permits, waivers, approvals, authorizations or orders of governmental entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any orders that would prevent or delay the consummation of the transactions contemplated by the merger agreement.

At any time before or after the effective time, the United States Department of Justice, the Federal Trade Commission, antitrust, competition, merger control or foreign investment authorities outside of the United States or U.S. state attorneys general could take action under applicable antitrust, competition, merger control or foreign investment laws, including seeking to enjoin the completion of the Merger, conditionally approving the Merger upon the divestiture of the Company’s or Parent’s assets or businesses, subjecting the completion of the Merger to regulatory conditions or seeking other remedies, conditions or commitments. Private parties may also seek to take legal action under antitrust, competition and merger control laws under certain circumstances.

Under the merger agreement, the respective obligations of the Company, Parent and Merger Sub to complete the Merger are subject to, among other things, (i) any waiting periods (and any extensions thereof) applicable to the Merger and any commitment to, or agreement (including any timing agreement) with, any governmental entity to delay the consummation of, or not to consummate before a certain date, the Merger and the transactions contemplated by the merger agreement having expired or been terminated and all consents, clearances, and approvals applicable to the consummation of the Merger and the transaction contemplated by the merger agreement under the competition, antitrust or merger control laws and foreign investment laws of certain jurisdictions having been obtained; and (ii) the absence of any order or other law enacted, promulgated, issued, entered, amended or enforced by a governmental entity of competent jurisdiction that is in effect and enjoins, prevents, restraints, or otherwise prohibits or makes illegal the consummation of the Merger and the transactions contemplated by the merger agreement.

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United Kingdom National Security and Investment Act

The United Kingdom’s review of certain investments is governed by the National Security and Investment Act 2021 (the “NSIA”). Pursuant to the NSIA, certain transactions involving entities that carry on specified activities in the United Kingdom must be approved by the relevant U.K. Secretary of State (“SoS”). The SoS also has the power to call in transactions for review where he or she reasonably suspects that a transaction has given rise or may give rise to a risk to national security. As it cannot be excluded that the Merger requires mandatory approval pursuant to the NSIA before the closing of the Merger may occur, Parent has submitted an application for approval of the Merger under the NSIA, which was accepted as complete on November 7, 2023.

We currently expect to complete the transaction in the fourth quarter of 2023 or early 2024, assuming all consents, clearances, waiting periods or approvals applicable to the consummation of the Merger and the transactions contemplated by the merger agreement under the competition, antitrust or merger control laws and foreign investment laws of certain jurisdictions have expired or been obtained. However, we cannot guarantee when any such approvals, if applicable, will be obtained or that they will be obtained at all.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of material U.S. federal income tax consequences of the Merger to beneficial owners of Common Stock who receive cash for their shares of Common Stock in the Merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a beneficial owner of shares in light of such beneficial owner’s particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This summary only addresses shares of Common Stock held as capital assets within the meaning of Section 1221 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). This summary does not address the U.S. federal income tax consequences to holders of shares who demand dissenters’ rights under the DGCL. This summary does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. This summary also does not address tax considerations applicable to any holder of shares that may be subject to special treatment under the U.S. federal income tax laws, including:

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This summary is based on the Code, the U.S. Treasury regulations promulgated under the Code and rulings and judicial decisions thereunder, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the shares. We have not sought, and do not intend to seek, any ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS INTENDED ONLY AS A GENERAL SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO A HOLDER OF SHARES OF COMMON STOCK. WE URGE BENEFICIAL OWNERS OF SHARES TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR FOREIGN TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY, INCLUDING POSSIBLE CHANGES IN SUCH LAWS OR TREATIES.

For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of Common Stock that is, for U.S. federal income tax purposes:

We use the term “non-U.S. holder” to mean a beneficial owner of Common Stock (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.

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If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) beneficially owns shares of Common Stock, the tax treatment of the partnership and its partners generally will depend on the status of the partners and the activities of the partnership. A partner in a partnership holding shares of Common Stock should consult such partner’s tax advisor.

U.S. Holders

General. A U.S. holder’s receipt of cash in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, and a U.S. holder who receives cash in exchange for shares of Common Stock in the Merger will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares. A U.S. holder’s adjusted tax basis in a share generally will be equal to the amount the U.S. holder paid for the share. Gain or loss will be determined separately for each block of shares of Common Stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for the shares is more than one year at the effective time. Long-term capital gain recognized by individuals and other non-corporate persons that are U.S. holders generally is subject to tax at a reduced rate of U.S. federal income tax. There are limitations on the deductibility of capital losses.

Information Reporting and Backup Withholding. A U.S. holder may be subject to information reporting with respect to the cash received pursuant to the Merger. In addition, all payments to which a U.S. holder would be entitled pursuant to the Merger will be subject to backup withholding at the statutory rate unless such holder (i) is a corporation or other exempt recipient (and, when required, demonstrates this fact), or (ii) provides a taxpayer identification number (a “TIN”) and certifies, under penalty of perjury, that the U.S. holder is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. holder that does not otherwise establish an exemption should complete and sign the IRS Form W-9 in order to provide the information and certification necessary to avoid backup withholding and possible penalties. If a U.S. holder does not provide a correct TIN, such U.S. holder may be subject to backup withholding and penalties imposed by the IRS.

Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

Non-U.S. Holders

General. A non-U.S. holder’s receipt of cash in exchange for shares of Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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Gain described in the first bullet point above generally will be subject to tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty). Any such gain will be computed net of applicable U.S.-source losses from sales or exchanges of other capital assets recognized by such non-U.S. holder during the taxable year even though the individual is not considered a resident of the United States, provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Unless a tax treaty provides otherwise, gain described in the second bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder. A non-U.S. holder that is a foreign corporation also may be subject to a 30% branch profits tax (or applicable lower treaty rate). Non-U.S. holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

With respect to the third bullet point above, the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and our United States and foreign real property interests. We believe that we have not been a USRPHC for U.S. federal income tax purposes at any time during the five-year period ending on the date of the Merger.

Information Reporting and Backup Withholding. Information reporting and backup withholding will generally apply to payments made pursuant to the Merger to a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Dispositions effected through a non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. A non-U.S. holder must generally submit an IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) attesting to its exempt foreign status in order to qualify as an exempt recipient. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a non-U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. Non-U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption. Copies of information returns that are filed with the IRS may also be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES OF COMMON STOCK. HOLDERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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THE AGREEMENT AND PLAN OF MERGER

Explanatory Note Regarding the Merger Agreement

The summary of the material provisions of the merger agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A, which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety.

The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the Company, Parent or Merger Sub or their respective businesses. Such information can be found elsewhere in this proxy statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section titled “Where You Can Find Additional Information,” on page 95.

The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub are qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by the disclosure letter delivered by the Company in connection with the merger agreement ( “Company disclosure letter”), which such disclosures are not reflected in the text of the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may or may not have been included in this proxy statement.

Date of the Merger Agreement

The merger agreement was executed by the Company, Parent and Merger Sub on October 13, 2023 (the “date of the merger agreement”).

The Merger

The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement and the applicable provisions of the DGCL, at the effective time of the Merger (the “effective time”), Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation of the Merger and a wholly-owned subsidiary of Parent.

Closing of the Merger

The closing of the Merger will take place no later than the third business day after the date on which each of the conditions set forth in the merger agreement is satisfied, or to the extent permitted by law, waived by the party entitled to waive such condition (other than those conditions that by their terms, are only capable of being satisfied on the closing date, but subject to the satisfaction or, if permissible, waiver of such conditions by the party entitled to waive such conditions) or another time, date or place agreed to in writing by the parties to the merger agreement (we refer to the date on which the closing occurs as the “closing date”).

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Concurrently with the closing, the Company will cause the certificate of merger with respect to the Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in the DGCL, and shall make all other filings and records required under the DGCL (if any). The merger shall become effective on the date and at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties to the merger agreement in writing and set forth in the certificate of merger in accordance with the DGCL.

Organizational Documents; Directors and Officers

The merger agreement provides that, at the effective time, (i) the amended and restated certificate of incorporation of the surviving corporation, as in effect immediately prior to the effective time, will be amended and restated in the form attached to the merger agreement until thereafter amended in accordance with applicable law and the applicable provisions of the amended and restated certificate of incorporation of the surviving corporation, and (ii) the amended and restated bylaws of the surviving corporation shall be amended and restated in their entirety to read as the bylaws of Merger Sub, as in effect immediately prior to the effective time, and as so amended and restated, shall be the bylaws of the surviving corporation (except that references to the name of Merger Sub will be replaced by references to the name of the surviving corporation), in each case, until thereafter amended in accordance with applicable law and the applicable provisions of the certificate of incorporation and the bylaws of the surviving corporation.

Additionally, the merger agreement provides that the parties to the merger agreement shall take all requisite action so that the board of directors of the surviving corporation at the effective time shall consist of the members of the board of directors of Merger Sub immediately prior to the effective time. Furthermore, the parties to the merger agreement shall take all requisite action so that the officers of Merger Sub at the effective time shall be the officers of the surviving corporation. Each such director will hold office until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation and each such officer will hold office until his or her successor is duly appointed and qualified or until his or her earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation.

Merger Consideration

Outstanding Company Common Stock

At the effective time, except as described below, each share of Common Stock issued and outstanding immediately prior to the effective time (other than (i) shares of Common Stock that are owned by the Company in the treasury or owned of record by any subsidiary of the Company and (other than those held on behalf of any third party), (ii) all shares owned of record by Parent, Merger Sub or any of their respective subsidiaries (other than those held on behalf of a third party), in each case immediately prior to the effective time, and (iii) shares held by stockholders who have properly and validly perfected their statutory rights of appraisal in respect of such shares of Common Stock in accordance with Section 262 of the DGCL) will be cancelled and cease to exist and will be automatically converted into the right to receive $7.00 in cash, without interest thereon, subject to any applicable withholding taxes and the following paragraph.

Company-Owned and Parent-Owned Company Common Stock

At the effective time, all shares of Common Stock that are owned by the Company in treasury, owned of record by any Company subsidiaries and all shares of Common Stock owned of record by Parent, Merger Sub or any of their respective subsidiaries (in each case, other than those held on behalf of a third party) will be cancelled and will cease to exist, with no payment being made with respect thereto.

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Merger Sub Capital Stock

At the effective time, each issued and outstanding share of common stock of Merger Sub will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the surviving corporation. At the effective time, all certificates representing common stock of Merger Sub will be deemed for all purposes to represent the number of shares of common stock of the surviving corporation into which they were converted in accordance with the preceding sentence.

Dissenting Shares

All shares issued and outstanding immediately prior to the effective time and held by stockholders who have properly and validly perfected their statutory rights of appraisal in respect of such shares of Common Stock in accordance with Section 262 of the DGCL (“dissenting shares”) will not be converted into, or represent the right to receive the merger consideration but will instead be entitled to payment of the fair value (including interest determined in accordance with Section 262 of the DGCL) of such dissenting shares. We refer to a holder of dissenting shares as a “dissenting stockholder.” If such dissenting stockholder fails to perfect or has effectively withdrawn or lost the right to dissent, then the right of such holder to paid the fair value of such holder’s dissenting shares will cease and such dissenting shares will be deemed to be converted as of the effective time into, and to have become exchangeable solely for the right to receive, the merger consideration, without interest thereon.

The merger agreement provides that the Company will give Parent (i) prompt written notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to applicable law that are received by the Company for dissenters rights and (ii) the right to participate in all negotiations and proceedings with respect to such demands under the DGCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle any such demand, or agree to do any of the foregoing.

Treatment of Outstanding Equity Awards and Equity Plans

Company Options

The merger agreement provides that, as of immediately prior to the effective time and contingent upon the Merger, each Company option will be fully vested and cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to such cancelled Company option multiplied by (ii) the excess, if any, of (a) the merger consideration over (b) the exercise price per share of the Common Stock subject to such cancelled Company option, without interest; provided, however, that (1) any Company option with an exercise price per share equal to or greater than the merger consideration will be cancelled in exchange for no consideration and (2) such payments will be reduced by the amount of any required tax withholdings as contemplated by the merger agreement.

Restricted Stock Awards

The merger agreement provides that, as of immediately prior to the effective time and contingent upon the Merger, each Company restricted stock award (i) will be fully vested with each Company restricted stock award that is subject to performance-based vesting conditions deemed to be vested at the target level, and (ii) will be cancelled and cease to exist and will be automatically converted into the right to the merger consideration, without interest thereon, subject to any applicable withholding taxes.

Restricted Stock Units

The merger agreement provides that, as of immediately prior to the effective time and contingent upon the Merger, each Company RSU award (i) will be fully vested with each Company RSU award that is subject to

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performance-based vesting conditions deemed to be vested at the target level, and (ii) will be cancelled in exchange for an amount in cash equal to the product obtained by multiplying (A) the aggregate number of vested RSUs subject to such Company RSU award by (B) the merger consideration, without interest, and such payments will be reduced by the amount of any required tax withholdings as contemplated by the merger agreement.

Company Stock Plans

The merger agreement provides that, as of the effective time, the Company Stock Plans (as defined in the merger agreement) will terminate, and no further rights with respect to shares of Common Stock or any other awards will be granted thereunder.

Company Stock Purchase Plan

The merger agreement provides that, with respect to the ESPP, (i) no further Offerings (as defined in the ESPP) will commence after the date of the merger agreement, and (ii) the ESPP will terminate effective as of the effective time.

Exchange Procedures

The merger agreement provides that prior to the effective time, Parent will designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “paying agent”) for the holders of shares of Common Stock to receive the merger consideration to which such holders will become entitled pursuant to the merger agreement (the “exchange fund”). The exchange fund shall be held in trust by the paying agent for the benefit of the holders of shares of Common Stock that are entitled to receive the merger consideration. In the event the exchange fund is insufficient to make the payments contemplated of the merger consideration, Parent will promptly deposit, or cause to be deposited, with the paying agent, by wire transfer of immediately available funds, an amount in cash such that the exchange fund becomes sufficient to make such payments. The exchange fund shall not be used for any purpose other than to fund payments of the merger consideration, except as expressly provided for in the merger agreement.

As promptly as practicable after the effective time (but in no event later than the second business day following the effective time), Parent is required to cause the paying agent to mail to each holder of record of a certificate representing a share of Common Stock (a “certificate”) whose shares of Common Stock were converted into the right to receive the merger consideration pursuant to the merger agreement: (i) a letter of transmittal in customary form (agreed to by Parent and the Company prior to the effective time), which shall specify that delivery shall be effected, and risk of loss and title to the certificates shall pass, only upon delivery of the certificates (or affidavits of loss in lieu thereof) to the paying agent; and (ii) instructions for effecting the surrender of the certificates in exchange for payment of the merger consideration. Upon surrender of any certificates (or affidavits of loss in lieu thereof) for cancellation to the paying agent, if applicable, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such certificates and such other documents as may be customarily required by the paying agent, the holder of such certificates shall be entitled to receive in exchange therefor the portion of the merger consideration into which the shares formerly represented by such certificates were converted, and the certificates so surrendered shall immediately be cancelled.

Any holder of book-entry shares shall not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration. In lieu thereof, each registered holder of one or more book-entry shares shall automatically upon the effective time be entitled to receive, and the surviving corporation shall cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time (but in no event more than two business days thereafter), the merger consideration for each book-entry share. Payment of the merger consideration with respect to book-entry shares shall only be made to the person in whose name such book-entry shares are registered (provided that, in cases in which transfers of shares

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were not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the certificate representing such shares or book-entry shares are registered, if such certificate or book-entry share is properly endorsed and is otherwise in proper form for surrender and transfer (subject to certain other requirements)).

No interest shall be paid or accrue on any portion of the merger consideration payable upon surrender of any certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e) of the merger agreement) or in respect of any book-entry share.

As of the effective time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares on the records of the Company. The merger consideration paid in accordance with the terms of the merger agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares, subject, however, to the withholding of applicable taxes in accordance with the merger agreement. From and after the effective time, the holders of shares outstanding immediately prior to the effective time shall cease to have any rights with respect to such shares except as otherwise provided for in the merger agreement or by applicable law. If, after the effective time, any certificates formerly representing shares (or affidavits of loss in lieu thereof in accordance with the merger agreement) are presented to the surviving corporation or the paying agent for any reason, they shall be cancelled and exchanged in accordance with the merger agreement.

At any time following the first anniversary of the effective time, the surviving corporation shall be entitled to require the paying agent to deliver to it any portion of the exchange fund (including any interest received with respect thereto) not disbursed to or claimed by holders of shares, and thereafter such holders shall be entitled to look only to the surviving corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the merger consideration payable in respect of their shares in accordance with the merger agreement, without interest. Notwithstanding the foregoing, none of Parent, the surviving corporation or the paying agent shall be liable to any holder of a share for merger consideration properly delivered to a governmental entity in accordance with any applicable abandoned property, escheat or similar law. If any certificate or book-entry share has not been surrendered immediately prior to the date on which the merger consideration in respect thereof would otherwise escheat to or become the property of any governmental entity, any such merger consideration in respect of such certificate or book-entry share shall, to the extent permitted by applicable law, immediately prior to such time become the property of Parent or the surviving corporation, as Parent directs, free and clear of all claims or interest of any person previously entitled thereto.

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD. A LETTER OF TRANSMITTAL WITH INSTRUCTIONS FOR THE SURRENDER OF CERTIFICATES REPRESENTING SHARES OF COMMON STOCK WILL BE MAILED TO STOCKHOLDERS HOLDING CERTIFICATED SHARES OF COMMON STOCK IF THE MERGER IS COMPLETED.

Lost, Stolen or Destroyed Certificates

If any certificate has been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the paying agent) of that fact by the person claiming such certificate to be lost, stolen or destroyed, and, if required by Parent or the paying agent, the posting by such person of a bond, in such reasonable amount as Parent or the paying agent may direct, as indemnity against any claim that may be made against it with respect to such certificate, the paying agent or the surviving corporation, as applicable, will pay in exchange for such lost, stolen or destroyed certificate the portion of the aggregate merger consideration into which the shares formerly represented by such certificate were converted pursuant to the merger agreement.

Representations and Warranties

The Company, on the one hand, and Parent and Merger Sub, on the other hand, have each made representations and warranties to each other in the merger agreement. The representations and warranties

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referenced below and included in the merger agreement were made only for purposes of the merger agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to Company stockholders and may be subject to limitations agreed upon by the parties, including being qualified by disclosures filed with or furnished to the SEC and confidential disclosures made by the Company to Parent and Merger Sub in the Company disclosure letter. The representations and warranties contained in the merger agreement should not be relied upon as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. The representations and warranties of each of the parties to the merger agreement will expire at the effective time.

Representations and Warranties of the Company

The Company has made customary representations and warranties to Parent and Merger Sub in the merger agreement regarding aspects of the Company’s business and various other matters pertinent to the Merger. The topics covered by the Company’s representations and warranties include the following:

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Some of the Company’s representations and warranties are qualified by the concept of a “Company material adverse effect.” Under the terms of the merger agreement, a Company material adverse effect means any condition, fact, occurrence, development, change, circumstance, event or effect (each, an “effect”) that has or would reasonably be expected to have, individually or in the aggregate together with all other effects a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and the subsidiaries of the Company, taken as a whole. However, none of the following and no effect arising out of or resulting from the following will constitute or be taken into account in determining whether there has been a Company material adverse effect pursuant to the foregoing clause (i), except as described in the proviso in the last bullet below:

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Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub made customary representations and warranties to the Company in the merger agreement, in each case, subject to customary qualifications and limitations, including representations and warranties relating to the following:

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Covenants Regarding Conduct of Business by the Company Prior to the Merger

Under the merger agreement, the Company agreed that, until the earlier of the effective time or the valid termination of the merger agreement in accordance with its terms, except (i) as set forth in the Company disclosure letter, (ii) as expressly required or expressly provided for by the merger agreement, (iii) as required by applicable law or (iv) as consented to in writing by Parent (which consent will not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each of its subsidiaries to, use commercially reasonable efforts to conduct its business and operations in all material respects in the ordinary course of business consistent with past practice, and the Company will use, and will cause each of the Company’s subsidiaries to use, commercially reasonable efforts to (a) preserve intact its and their business organization and (b) preserve the present relationships and goodwill with those persons having significant business relationships with the Company and the Company’s subsidiaries and (c) comply with and maintain all material permits required to conduct its and their businesses and to own, lease and operate its and their properties and assets.

Furthermore, the Company agreed that, until the earlier of the effective time or the valid termination of the merger agreement in accordance with its terms, subject to the exceptions described in the clauses (i) through (iv) of the paragraph above, the Company will not, and will not permit its subsidiaries to:

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Restriction on Solicitation of Competing Proposals

Subject to certain exceptions, the Company has agreed that it will, and will cause its subsidiaries and its and their respective Company Representatives to, immediately cease all existing discussions or negotiations with any person conducted prior to the date of the merger agreement with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any competing proposal (as described below) and the Company has agreed that it will not, and will cause its subsidiaries and its and their respective representatives not to, directly or indirectly:

Notwithstanding the foregoing, the Company, its subsidiaries and their respective representatives shall be permitted to (i) inform a person that has made or is considering making a competing proposal of the provisions contained in the merger agreement restricting solicitations and (ii) engage in discussions to clarify and understand the terms and conditions of any unsolicited inquiry, offer or proposal, to the extent necessary to determine whether it constitutes or would reasonably be expected to result in a competing proposal.

A “competing proposal” is defined in the merger agreement to mean, other than the Merger and the transactions contemplated by the merger agreement, any proposal, indication of interest or offer from any person

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or group (as defined in or under Section 13(d) of the Exchange Act) (other than Parent, Merger Sub or any of their respective affiliates) to engage in a transaction or series of related transactions contemplating or relating to:

The Company has agreed it will, as promptly as practicable (and in any event within twenty-four hours), give written notice to Parent of (a) any competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any competing proposal received by the Company, any of its subsidiaries or any of its representatives, (b) any request for information in connection with any competing proposal from a third party and (c) any discussions or negotiations with a third party with respect to a competing proposal that are sought to be initiated or had with, in each case, the Company, any of its subsidiaries or any of its or their respective representatives, setting forth in such notice the identity of such person, the terms and conditions of the competing proposal (including, if applicable, complete copies of any written requests, proposals, or offers, including proposed agreements), the Company thereafter must keep Parent informed, on a reasonably current basis (and, in any event, within twenty-four hours), of any updates or changes to the terms of any such proposals or offers (including any material amendments thereto) or any other inquiries, requests, discussions or negotiations, in each case, that are material, made or had in connection with such competing proposal.

Notwithstanding anything to the contrary in the merger agreement, if, at any time following the date of the merger agreement and prior to the earlier of the Company obtaining the Company stockholder approval or the valid termination of the merger agreement, (i) the Company, any of its subsidiaries or any of its or their representatives receives a bona fide, written competing proposal from a third party that did not result from a breach of the non-solicit provisions described above and (ii) the Board (or any duly authorized committee thereof) determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such competing proposal constitutes or would reasonably be expected to lead to a superior proposal (as described below) and that the failure to take the actions described in the following clauses (a) and (b) would be inconsistent with the Board’s fiduciary duties under applicable law, then the Company, its subsidiaries and its and their respective representatives may (a) furnish information or data, including with respect to the Company and its subsidiaries, to the person or group making such competing proposal and its representatives and (b) participate in discussions or negotiations (including solicitation of revised competing proposals) with the person or group making such competing proposal and its representatives in connection with such competing proposal. Prior to taking any of the actions described in clauses (a) and (b) of the foregoing sentence, the Company shall (x) first enter into an acceptable confidentiality agreement with the person or group making such competing proposal, (y) promptly (and, in any event, within twenty-four hours) provide to Parent a copy of such acceptable confidentiality agreement and any non-public information that is provided to such person and which was not previously provided to Parent and (z) limit any waiver of such person’s or group’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit such discussions or negotiations.

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A “superior proposal” is defined in the merger agreement to mean an unsolicited bona fide, written competing proposal (with all percentages in the definition of competing proposal changed to 50%) made after the date of the merger agreement by any person on terms that (i) did not result from or arise in connection with a breach of the Company’s non-solicitation obligations, (ii) if consummated, would result in any person or group (other than Parent or its affiliates) becoming the beneficial owner, directly or indirectly, of more than 50% of the consolidated assets of the Company and its subsidiaries or more than 50% of the total voting power of the equity securities of the Company, and (iii) the Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, to be (a) more favorable to the Company’s stockholders, from a financial point of view, than the transactions contemplated by the merger agreement (taking into account any adjustment proposed by Parent in response to such proposal and any applicable termination fee payable by the Company) and (b) reasonably capable of being completed in accordance with its terms, considering such other factors such as the Board (or any duly authorized committee thereof) considers to be appropriate (including the conditionality and timing of such proposal).

Obligations of the Board with Respect to Its Recommendation

The merger agreement provides that, subject to certain exceptions described below, until the earlier of the effective time and the valid termination of the merger agreement, neither the Board nor any committee thereof will: (i) adopt, authorize, approve, declare advisable, or recommend, or propose publicly to adopt, authorize, approve, declare advisable or recommend, any competing proposal; (ii) withhold, withdraw, modify, qualify or amend, in each case, in a manner adverse to Parent or Merger Sub or publicly propose to withhold, withdraw, modify, qualify or amend, in each case in a manner adverse to Parent or Merger Sub, the Company recommendation or fail to include the Company recommendation in this proxy statement; (iii) fail to (A) reaffirm the Company recommendation within 10 business days after receipt of Parent’s written request following a competing proposal that has been publicly announced (and not publicly withdrawn) or, if earlier, prior to the Special Meeting (provided that the Board shall not be required to make any reaffirmation more than once with respect to any competing proposal unless there is a publicly disclosed change regarding such competing proposal); and (B) recommend against acceptance of a tender or exchange offer by the stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Common Stock within the later of 10 business days after the commencement of such tender offer or exchange offer or the end of the applicable period after delivery of the notice or notices required to be delivered by the Company to Parent in respect of a superior proposal as outlined below; provided that the taking of no position or a neutral position by the Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer, and (iv) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other contract or other similar agreement to effect any competing proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by the merger agreement (which each agreement described in the foregoing clause (iv), other than an acceptable confidentiality agreement entered into in compliance with the requirements of the merger agreement relating to a competing proposal, we refer to as an “alternative acquisition agreement”, and any action in the foregoing clauses (i) to (iv) being referred to as a “change of Company recommendation”).

Notwithstanding anything to the contrary in the merger agreement, at any time prior to obtaining the Company stockholder approval, the Board (or any duly authorized committee thereof) may, in response to the receipt of a bona fide, written competing proposal received after the date of the merger agreement that did not result from a breach of the Company’s non-solicitation obligations under the merger agreement and is not withdrawn, make a change of Company recommendation or terminate the merger agreement in order to cause the Company to enter into a binding and definitive written alternative acquisition agreement with respect to such superior proposal, in each case only if:

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Other than in connection with a competing proposal and prior to receipt of the Company stockholder approval, the Board (or any duly authorized committee thereof) may effect a change of Company recommendation in response to the occurrence of an intervening event (as described below) if the Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel, that an intervening event has occurred and is continuing and that the failure to effect a change of Company recommendation in response to such intervening event would be inconsistent with its fiduciary duties under applicable law, in each case only if:

An “intervening event” is defined in the merger agreement to mean any effect or state of facts (other than those resulting from a breach of the merger agreement by the Company or any of its subsidiaries) occurring or arising after the date of the merger agreement and before the date of the Special Meeting that affects the Company and its subsidiaries that (i) is material, (ii) was not known (or, if known the consequences of which were not known) by the Board as of or before the date of the merger agreement and becomes known to the Board

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and (iii) does not primarily relate to or involve (A) a competing proposal or (B) any fluctuation in the market price or trading volume of the shares of Common Stock (however, with respect to clause (B) only, the underlying reasons for such events may constitute an intervening event).

Efforts to Complete the Merger

The merger agreement provides that Parent and the Company (subject to the Company’s non-solicitation obligations under the merger agreement) shall each use commercially reasonable efforts (and shall each cause each of its affiliates to each use their commercially reasonable efforts) to (i) consummate the transactions contemplated by the merger agreement and to cause the conditions to the closing set forth in the merger agreement to be satisfied. (ii) promptly obtain all actions or nonactions, consents, clearances, permits, waivers, approvals, authorizations and orders from governmental entities necessary or advisable in connection with the consummation of the transactions contemplated by the merger agreement; (iii) as promptly as practicable after the date of the merger agreement, make all registrations, notifications, and filings with any governmental entity necessary or advisable in connection with the consummation of the transactions contemplated by the merger agreement, and promptly make any further submissions that may be necessary or advisable, including filings required under applicable competition, antitrust, merger control or foreign investment laws (“antitrust laws”) and promptly make any further submissions that are necessary or advisable; (iv) seek to resolve any objection or assertion by any governmental entity challenging the merger agreement or the transactions contemplated thereby; and (v) execute and deliver any additional instruments necessary or advisable to consummate the transactions contemplated by the merger agreement. Parent, the Company and their respective affiliates shall not be required to make any concessions in connection with the obligations described in this section that are not conditioned upon the closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the transactions pursuant to any antitrust laws.

The merger agreement provides that Parent and its affiliates shall not be required to (and the Company, its subsidiaries and its and their affiliates shall not, without Parent’s prior written consent) offer, propose, negotiate, agree to, consent to or effect (i) any operational restrictions or limitations, (ii) any sale, license, disposition or holding separate of assets of businesses, or (iii) any other remedy, condition, commitment or undertaking of any kind, in each case, in order to obtain actions or nonactions, consents, clearances, permits, waivers, approvals, authorizations or orders of governmental entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any orders that would prevent or delay the consummation of the transactions contemplated by the merger agreement.

Each party to the merger agreement agreed that it shall:

Each party agreed that it will consult and cooperate with the other parties, and will consider in good faith the views of the other parties, in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument or opinion made or submitted to any governmental entity in connection with the transactions contemplated by the merger agreement. In addition, except as may be prohibited by any governmental entity or by law, in connection with any such request, inquiry, investigation, action or proceeding, each party will permit authorized representatives of the other parties to be present at each such meeting or conference, and to have access to and be consulted in connection with, and to the extent practicable, provided the opportunity to review in advance, any document or opinion made or submitted to any governmental entity in connection with such request, inquiry, investigation or proceeding.

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Obligations with Respect to this Proxy Statement and the Special Meeting

The Company agreed to, as promptly as practicable, and no later than fifteen business days (provided Parent complies with applicable obligations under the merger agreement) following the date of the merger agreement, prepare and cause to be filed with the SEC a preliminary proxy statement containing the Company recommendation to be sent to the Company stockholders in connection with the Special Meeting. Parent and the Company are required to cooperate with each other in the preparation of such proxy statement and use commercially reasonable efforts to have the proxy statement cleared by the SEC as promptly as reasonably practicable after filing, among other things. The Company is required to promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the proxy statement and is required to provide Parent with copies of all correspondence between the Company and the SEC that are related to the proxy statement or merger.

The Company is further required to, as promptly as practicable after the Company is informed that the SEC has no further comments on the proxy statement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of voting on, among other things, the approval and adoption of the merger agreement. Pursuant to the terms of the merger agreement, the Company agreed that, unless the Board has made a change of Company recommendation, the Board would recommend that Company stockholders approve and adopt the merger agreement, and the Company is required to use its commercially reasonable efforts to solicit from Company stockholders proxies in favor of the approval and adoption of the merger agreement and take all other action necessary or advisable to secure such approval.

Access to Information

From the date of the merger agreement until the earlier to occur of (i) the valid termination of the merger agreement in accordance with its terms and (ii) the effective time, pursuant to the terms of the merger agreement, the Company agreed that it will, and will cause each of its subsidiaries to: (a) provide to Parent and Merger Sub and their respective representatives reasonable access during normal business hours in such a manner as not to unreasonably interfere with the operation of any business conducted by the Company or any subsidiary of the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company subsidiaries and to the books and records of the Company and the Company subsidiaries and (b) furnish promptly such information concerning the business, properties, offices and other facilities, contracts, assets, liabilities, employees, officers and other aspects of the Company and Company subsidiaries as Parent or its representatives may reasonably request; provided, however, the Company will not be required to (or to cause any of its subsidiaries to) afford such access or furnish such information to the extent the Company is advised by counsel that doing so would: (1) result in the loss of attorney-client privilege; (2) violate any confidentiality obligations of the Company or any subsidiary of the Company to any third party or otherwise breach, contravene or violate any then effective contract to which the Company or any subsidiary of the Company is party (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure and implement appropriate procedures to enable the disclosure of such information); (3) result in a competitor of the Company or any of its subsidiaries receiving information that is competitively sensitive; or (4) breach, contravene or violate any applicable law (including any antitrust law). From the date of the merger agreement until the earlier to occur of (x) the valid termination of the merger agreement in accordance with its terms and (y) the effective time, Parent and Merger Sub shall not, and shall cause their respective representatives acting on their behalf not to, contact any customer, partner, vendor, supplier or employee of the Company or any of the Company subsidiaries outside of the ordinary course of business and in connection with the transactions contemplated by the merger agreement without the Company’s prior written consent.

Director and Officer Indemnification and Insurance Information

Pursuant to the merger agreement, for six years after the effective time, the surviving corporation is obligated to, and Parent is obligated to cause the surviving corporation to, to the fullest extent permitted by

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applicable law, indemnify, defend and hold harmless each current or former director or officer of the Company or any of its subsidiaries (an “indemnified party”), against (i) all losses, expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages, liabilities or amounts paid in settlement, arising out of actions or omissions occurring at or prior to the effective time (and whether asserted or claimed prior to, at or after the effective time) to the extent that they are based on or arise out of the fact that such person is or was a director, officer or employee of the Company or any of its subsidiaries or a fiduciary under benefit plans of the Company or any of its subsidiaries (“indemnified liabilities”), and (ii) all indemnified liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by the merger agreement, whether asserted or claimed prior to, at or after the effective time, and including any expenses incurred in enforcing such person’s rights. In the event of any indemnified liability (whether or not asserted before the effective time), the surviving corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified parties promptly after statements therefor are received and otherwise advance to such indemnified party upon request, documented expenses reasonably incurred in each case to the extent provided in the organizational documents and any indemnification agreements of the Company (that have been made available to Parent prior to the date of the merger agreement) (provided that the person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not legally entitled to indemnification under applicable law). In the event that such claim is asserted or made in good faith within such six-year period, all rights to indemnification and advancement in respect of such claim shall continue until the disposition of such claim.

Also, the Company will be permitted to, prior to the effective time (and if the Company fails to do so, the surviving corporation will, and Parent will cause the surviving corporation to), obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for six years from and after the effective time for events occurring prior to the effective time (the “D&O insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate to the intended beneficiaries thereof than the Company’s existing directors’ and officers’ liability insurance policy, provided that in no event shall the premium exceed 300% of the then current aggregate annual premium of the Company’s existing policy in place at the effective time. If the Company and the surviving corporation for any reason fail to obtain such “tail” insurance policy as of the effective time, the surviving corporation will, and Parent will cause the surviving corporation to, continue to maintain in effect for at least six years from and after the effective time (and for so long thereafter as any claims brought before the end of such six-year period are being adjudicated) the D&O insurance in place as of the date of the merger agreement with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of the merger agreement, or the surviving corporation will, and Parent will cause the surviving corporation to, purchase comparable D&O insurance from an insurance carrier with a credit rating the same as or better than the Company’s current insurance carrier for such six-year period (and for so long thereafter as any claims brought before the end of such six-year period thereunder are being adjudicated) with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of the merger agreement.

In addition, for not less than six years from and after the effective time, the organizational documents of the surviving corporation and each subsidiary of the Company shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses for periods at or prior to the effective time than are currently set forth in the organization documents of the Company or of any subsidiary of the Company. The contractual indemnification rights, if any, in existence on the date of the merger agreement with any of the directors, officers or employees of the Company or any subsidiary of the Company that have been made available to Parent prior to the date of the merger agreement will be assumed by the surviving corporation without any further action, and will continue in full force and effect in accordance with their terms following the effective time.

Employee Benefits

Under the merger agreement, for a period ending on the earlier of (x) 12 months following the closing date, (y) December 31, 2024, or (z) the employee’s termination of employment or service (which we refer to as the

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“continuation period”), Parent has agreed to provide, or cause its subsidiaries (including the surviving corporation) to provide, each employee of the Company and its subsidiaries immediately prior to the effective time (“company employee”) with (i) a base salary or base wage rate, as applicable, that is no less than the base salary or base wage rate as in effect immediately prior to the closing, (ii) aggregate target annual cash and equity incentive compensation opportunities that are no less favorable than the aggregate value of the target annual cash and equity (but excluding retention or transaction based opportunities) incentive compensation opportunities as in effect immediately prior to the closing (and for purposes of any performance-based incentive compensation opportunities, the value attributable to such opportunities shall be based on the target value); provided, that in no event will the cash and equity incentive opportunities provided to the company employees be more favorable than the cash and equity incentive opportunities provided to similarly situated employees of Parent and its subsidiaries, and (iii) employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any excluded benefits, as described below) provided immediately prior to the closing, or, to the extent the company employees are transitioned to parent plans during the continuation period, such employee benefits that, in the aggregate, are substantially similar to the employee benefits (other than any excluded benefits) provided to similarly situated employees of Parent.

To the extent that service is relevant for any purpose including eligibility, benefit accrual and vesting (including any paid time off or leave balance) under any employee benefit plan, program, or arrangement (but excluding any defined benefit, retiree health and welfare, severance, transaction or retention bonus, equity or equity-based incentive or other similar plan, program or agreement (the “excluded benefits”)) established or maintained by Parent or any of its subsidiaries (including the surviving corporation) for the benefit of the company employees (the “parent plans”) following the closing date, to the extent permitted under the appliable parent plan, such plan, program or arrangement will credit such company employees for service earned on and prior to the closing date with the Company and its subsidiaries in addition to service earned with Parent and its subsidiaries (including surviving corporation) after the closing date to the extent such service was also relevant under the corresponding company benefit plan; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits.

To the extent permitted under the applicable parent plan, Parent or its subsidiaries (including the surviving corporation) will use commercially reasonable efforts to cause (i) each company employee to be immediately eligible to participate, without any waiting time, in parent plans solely to the extent such company employees are eligible to participate in such parent plan as a result of coverage under such parent plan replacing coverage under any company benefit plan in the plan year that includes the closing date and (ii) for purposes of each parent plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any company employee (the “parent welfare plans”) and solely to the extent such company employees are eligible to participate in such parent welfare plans as a result of coverage under any such parent welfare plan replacing coverage under a comparable company benefit plan in the plan year that includes the closing date, (A) all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements of such parent welfare plans to be waived for such company employee and covered dependents (to the extent such conditions, exclusions, limitations, periods and requirements were waived or satisfied as of immediately prior to the closing under comparable company benefit plans), and (B) any eligible expenses incurred by each company employee and his or her covered dependents during the portion of the plan year of the company benefit plan ending on the date such company employee’s participation in the corresponding parent welfare plan begins to be taken into account under such parent welfare plan (in a manner determined by Parent in its discretion) for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements applicable to such company employee and his or her covered dependents for the applicable plan year (i.e., the plan year in which the closing occurs) as if such amounts had been paid in accordance with such parent welfare plan to the extent such amounts were taken into account for such purpose under the corresponding company benefit plan(s); provided that the foregoing shall not apply to the extent it would result in a duplication of benefits.

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Other Covenants and Agreements

Under the merger agreement, the Company and Parent have made certain other covenants to, and agreements with, each other regarding various other matters, including:

Conditions to the Merger

Conditions to Each Party’s Obligations

The Company’s, Parent’s and Merger Sub’s respective obligations to effect the Merger are subject to the satisfaction (or, to the extent permitted by applicable law, mutual waiver by the Company and Parent) at or prior to the effective time of each of the following conditions:

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Conditions to Parent’s and Merger Sub’s Obligations

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the effective time of each of the following additional conditions:

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Conditions to the Company’s Obligations

The obligations of the Company to effect the Merger are also subject to the satisfaction or waiver by the Company at or prior to the effective time of each of the following additional conditions:

Termination of the Merger Agreement

Termination Rights Exercisable by the Company and Parent

The merger agreement may be terminated at any time prior to the effective time, whether before or after receipt of the Company stockholder approval:

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Termination Rights Exercisable by the Company

The Company may also terminate the merger agreement:

Termination Rights Exercisable by Parent

Parent may also terminate the merger agreement:

Effect of Termination

If the merger agreement is terminated by the Company or Parent, the merger agreement will immediately become void and of no effect with no liability or obligations to any person on the part of any party to the merger agreement or their affiliates, except that the following obligations, along with the confidentiality agreement between the Company and Parent dated July 25, 2023 (the “confidentiality agreement”), would survive such termination:

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No termination shall relieve any party from liability for common law fraud or intentional breach of the merger agreement prior to the date of termination, in which case the non-breaching party shall be entitled to all rights and remedies available at law or in equity, which shall not be limited to reimbursement of expenses or out-of-pocket costs, and, in the case of liabilities or damages payable by Parent and Merger Sub, would include the benefits of the transactions contemplated by merger agreement lost by the Company’s stockholders (taking into consideration all relevant matters, including lost stockholder premium, other combination opportunities and the time value of money, which shall be deemed in such event to be damages of the Company).

Expenses; Termination Fees

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the Merger and the other transactions contemplated by the merger agreement, shall be paid by the party incurring such expense.

The Company has agreed to pay Parent the Company termination fee if:

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The Company is not required to pay more than one Company termination fee to Parent. The Company termination fee, subject to certain exceptions, is the sole and exclusive monetary remedy for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective affiliates or any other person in connection with the merger agreement (subject to each party’s right to seek specific performance as described in the section titled “The Agreement and Plan of Merger—Miscellaneous—Specific Performance” below).

Miscellaneous

Specific Performance

The parties are entitled to an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of the merger agreement and enforce specifically the terms and provisions of the merger agreement, in addition to any other remedy to which they are entitled under the merger agreement.

Amendment of the Merger Agreement

The merger agreement may be amended in writing by the parties at any time before or after receipt of the Company stockholder approval (but prior to the effective time). However, after receipt of the Company stockholder approval, there may not be any amendment of the merger agreement that requires further approval by the stockholders of the Company without the further approval of such stockholders.

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury

The merger agreement is governed by Delaware law. Each of the parties has irrevocably agreed that any legal action or proceeding arising out of or relating to the merger agreement will be brought and determined solely in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (unless such court will decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware). In addition, each of the parties to the merger agreement has irrevocably and unconditionally waived any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the merger agreement or the Merger.

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APPRAISAL RIGHTS

If the Merger is consummated, shares of Common Stock held by stockholders who do not vote in favor of the adoption of the merger agreement, who continuously hold their shares of Common Stock through the effective time, who properly demand appraisal of their shares (and who do not withdraw or otherwise lose their appraisal rights), and who otherwise comply with the procedures of Section 262 of the DGCL (“Section 262”) will be entitled to appraisal rights in connection with the Merger under Section 262.

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that holders of Common Stock exercise their appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which is attached hereto as Annex C, particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 and in this summary to a (i) “stockholder” are to the record holder of shares of Common Stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of Common Stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to any individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders desiring to exercise their right to appraisal must (1) properly submit a written demand for an appraisal of their shares of Common Stock to the Company prior to the stockholder vote on the approval and adoption of the merger agreement and the Merger; (2) not submit a proxy or otherwise vote in favor of the approval and adoption of the merger agreement and the Merger; (3) hold shares of Common Stock upon the making of a demand under clause (1) and continue to hold their shares of Common Stock through the effective time; (4) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (5) otherwise meet the criteria and follow the procedures set forth in Section 262. A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the effective time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving corporation under Section 262 and to be set forth on the Verified List (defined below). The shares of Common Stock are currently listed on Nasdaq and, assuming such shares remain listed on Nasdaq immediately prior to the Merger (which the Company expects to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Common Stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Common Stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the merger agreement in respect of such total number of shares exceeds $1.0 million (the “Minimum Conditions”).

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the

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judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the merger consideration offered pursuant to the merger agreement if they did not seek appraisal of their shares.

Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice to the holders of Common Stock that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Annex C carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the consideration offered pursuant to the merger agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, the Company believes that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Common Stock must strictly comply with Section 262. In addition, a stockholder of record, a beneficial owner or the surviving corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares of Common Stock within 120 days after the effective date of the Merger. The surviving corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the Merger Proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the approval and adoption of the merger agreement and the Merger, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to the Company, before the vote on the approval and adoption of the merger agreement and the Merger at the Special Meeting, a written demand for the appraisal of such person’s shares. Neither voting against the approval and adoption of the merger agreement and the Merger nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement and the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the approval and adoption of the merger agreement and the Merger. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the approval and adoption of the merger agreement and the Merger at the Special Meeting may constitute a waiver of appraisal rights.

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform the Company of the identity of the stockholder and state that the person intends thereby

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to demand appraisal of the stockholder’s shares in connection with the Merger. If a holder of record is submitting a demand with respect to shares owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a bank, broker, trust or other nominee, who holds shares of Common Stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Common Stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the holder of record. As noted above, a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares by following the procedures of subsections (d)(1) and (3) of Section 262 summarized herein. Although not expressly required by Section 262, the Company reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

PCTEL, Inc.

471 Brighton Drive

Bloomingdale, IL 60108

company.secretary@pctel.com

Attn: Fritz E. Freidinger

Vice President, General Counsel and Secretary

Demands for appraisal may not be submitted by electronic transmission.

Actions After Completion of the Merger

If the Merger is completed, within 10 days after the effective date of the Merger, the surviving corporation will notify each holder of Common Stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the approval and adoption of the merger agreement and the Merger, and any beneficial owner who has properly demanded appraisal of the effective date of the Merger. At any time within 60 days after the effective date of the Merger, or thereafter with the written approval of the surviving corporation, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to the Company a written withdrawal of the demand for appraisal. Within 120 days after the effective date of the Merger, the surviving corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares held by all of the Company’s stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Common Stock. Accordingly, any stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Common Stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of shares of Common Stock to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

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Within 120 days after the effective date of the Merger, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the approval and adoption of the merger agreement and the Merger and with respect to which the Company has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The surviving corporation must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of Common Stock or a beneficial owner and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the surviving corporation and all of the stockholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs of these notices shall be borne by the surviving corporation.

After notice to the stockholders, if required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares to submit their stock certificates (if applicable) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming Common Stock remains listed on Nasdaq immediately prior to the effective time, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all stockholders who assert appraisal rights unless one of the Minimum Conditions is met.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of Common Stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the surviving corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described above).

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court

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stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of Common Stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the merger consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Common Stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration offered pursuant to the merger agreement is not an opinion as to, and may not in any manner address, “fair value” under Section 262. Although the Company believes that the consideration offered pursuant to the merger agreement is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration offered pursuant to the merger agreement. The Company and Parent do not anticipate offering more than the consideration offered pursuant to the merger agreement to any holder of shares of Common Stock exercising appraisal rights, and the Company and Parent reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Common Stock is less than the merger consideration offered pursuant to the merger agreement. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, neither of the Minimum Conditions is met (assuming Common Stock remains listed on Nasdaq immediately prior to the effective time), or the other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under Subsection (k) of Section 262. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Common Stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of Common Stock will be deemed to have been converted at the effective time into the right to receive the consideration offered pursuant to the merger agreement, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger, neither of the Minimum Conditions is met (assuming the Company’s Common Stock remains

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listed on Nasdaq immediately prior to the effective time), or if the person delivers to the surviving corporation a written withdrawal of the person’s demand for appraisal in accordance with Section 262.

From and after the effective time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Common Stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to stockholders of record as of a time prior to the effective time. If no petition for an appraisal is filed, if neither of the Minimum Conditions is met (assuming Common Stock remains listed on Nasdaq immediately prior to the effective time), or if the person who has made a demand for appraisal delivers to the surviving corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares within 60 days after the effective date of the Merger, or thereafter with the written approval of the surviving corporation, in accordance with Section 262, then the right of such person to an appraisal of such shares will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding shall not be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger, or thereafter with the written approval of the surviving corporation.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights. Consequently, any stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

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STOCK OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of the Common Stock based on a review of filings made with the Securities and Exchange Commission as of November 1, 2023 by:

Beneficial ownership is determined based on the rules of the SEC. Percent of shares beneficially owned is based upon 19,353,641 shares of Common Stock outstanding as of November 1, 2023. In addition, shares of Common Stock underlying options that are exercisable as of November 1, 2023 or that will become exercisable on or before December 31, 2023 (60 days subsequent to November 1, 2023) are treated as outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of such person and are listed below under the “Number of Shares Underlying Options” column, but those shares underlying options are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the stockholders listed below have sole voting and dispositive power with respect to all shares listed beside each stockholder’s name, subject to applicable community property laws. Except as otherwise set forth below, the address of each beneficial owner is: 471 Brighton Drive, Bloomingdale, IL 60108.

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MARKET PRICE AND DIVIDEND DATA

The Common Stock is traded on the Nasdaq Global Market under the symbol “PCTI.”

On October 13, 2023, the last full trading day prior to the public announcement of the signing of the merger agreement, the closing price for shares of Common Stock was $4.66 per share. The $7.00 per share to be paid for each share of Common Stock pursuant to the merger agreement represents a premium of over 50% the closing price on October 13, 2023. On November 8, 2023, the latest practicable trading day before the filing of this proxy statement, the reported closing price for shares of Common Stock on Nasdaq was $6.83. You are encouraged to obtain current market quotations for shares of Common Stock in connection with voting your Common Stock.

As of the close of business on the Record Date, there were 19,353,641 shares of Common Stock outstanding and entitled to vote, held by 120 Company stockholders of record. The number of holders is based upon the actual number of holders registered in our records at such date and excludes holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

You are encouraged to obtain current market prices of the Common Stock in connection with voting your shares. Following the Merger, there will be no further market for the Common Stock, and the Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.

The Board last declared a quarterly dividend on August 7, 2023. Because the merger agreement prohibits declaring, setting aside, making or paying any dividend or other distribution with respect to any shares of capital stock or equity interests of the Company or any subsidiary of the Company, the Company does not currently expect that comparable cash dividends will continue to be paid in the future.

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SUBMISSION OF STOCKHOLDER PROPOSALS

If the Merger is consummated, we will not have public stockholders and there will be no public participation in any future stockholder meetings. Until the Merger is consummated, or if the merger agreement is terminated for any reason, you will continue to be entitled to attend and participate in stockholder meetings, including the Company’s annual meetings of stockholders, and we will provide notice of or otherwise publicly disclose the date on which an annual meeting of stockholders in 2024 (the “2024 Annual Meeting”) would be held. A date has not been set for the 2024 Annual Meeting.

Stockholders are entitled to present proposals for action and director nominations at the 2024 Annual Meeting only if they comply with applicable requirements of the proxy rules established by the SEC and the applicable provisions of our bylaws. Stockholders must ensure that such proposals and nominations are received by our Company Secretary at the following address: 471 Brighton Drive, Bloomingdale, Illinois 60108, Attention: Company Secretary, on or prior to the deadline for receiving such proposals and nominations.

Proposals for the 2024 Annual Meeting that are intended to be considered for inclusion in the proxy statement and form of proxy relating to such meeting must be received no later than January 12, 2024 and must comply with the procedures of Rule 14a-8 under the Exchange Act.

If a stockholder intends to submit a proposal or director nomination for consideration at our 2024 Annual Meeting outside the procedures of Rule 14a-8 under the Exchange Act, the stockholder must comply with the requirements of our bylaws. According to our bylaws, the Company Secretary must receive notice of any matter or nominations to be presented at the 2024 Annual Meeting no earlier than the close of business on February 23, 2024 (the 120th day prior to June 22, 2024, the one-year anniversary of this year’s annual meeting) and no later than the close of business on March 24, 2024 (the 90th day prior to June 22, 2024). However, in the event that the date of the 2024 Annual Meeting is more than 30 days before or more than 60 days after the one-year anniversary of this year’s annual meeting, such notice must be delivered no earlier than the close of business on the 120th day prior to the date of the 2024 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the 2024 Annual Meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of the 2024 Annual Meeting, the tenth day following the day on which the Company first publicly announces the date of the 2024 Annual Meeting. The notice with respect to any matter or nomination must comply with our bylaws, including Section 2.5 thereof. Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees under Rule 14a-19 under the Exchange Act must comply with the requirements of Rule 14a-19 under the Exchange Act. The Company will disregard any proxies solicited for a stockholder’s director nominees if such stockholder fails to comply with such requirements. A copy of the relevant bylaw provisions is available upon written request to our Company Secretary at the address provided above.

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HOUSEHOLDING OF SPECIAL MEETING MATERIALS

SEC rules allow us to deliver a single copy of an annual report and proxy statement to any household at which two or more stockholders reside. We believe this rule benefits everyone. It eliminates duplicate mailings that stockholders living at the same address receive, and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus and information statements.

If your household would like to receive single rather than duplicate mailings in the future, please contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. Each stockholder will continue to receive a separate proxy card. If a bank, broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Since not all brokers and nominees offer stockholders the opportunity to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings from your broker to your household.

Your household may have received a single set of proxy materials this year. If you would like to receive another copy of this year’s proxy materials, please (i) visit www.proxyvote.com, (ii) call 1-800-579-1639, or (iii) send an email to sendmaterial@proxyvote.com. If sending an email, please include the 16-digit control number included in the proxy materials.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates herein by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition.

The following Company filings with the SEC are incorporated herein by reference:

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the date of the Special Meeting. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated herein by reference.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated herein by reference.

You may obtain any of the documents we file with the SEC through the SEC’s website at www.sec.gov, or from our website at https://investor.pctel.com/. The information included on our website is not incorporated herein by reference.

You may also request copies of any of the documents we file with the SEC by requesting in writing from us at the following address:

PCTEL, Inc.

Attn: Fritz E. Freidinger

Vice President, General Counsel and Secretary

471 Brighton Drive

Bloomingdale, IL 60108

company.secretary@pctel.com

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one (1) business day after we receive your request.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING.

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WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT.

THIS PROXY STATEMENT IS DATED NOVEMBER 9, 2023. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please sign and date the enclosed proxy card, and return it promptly in the envelope provided. Giving your proxy now will not affect your right to vote in person if you attend the Special Meeting.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

among

AMPHENOL CORPORATION,

HILLTOP MERGER SUB, INC.

and

PCTEL, INC.

Dated as of October 13, 2023

TABLE OF CONTENTS

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