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Forward-Looking Statements
This communication contains “forward-looking” statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, that involve risks and uncertainties. In some cases, you can identify these forward-looking statements by the
use of terms such as “expect,” “will,” “continue,” or similar expressions, and variations or
negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements
other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited
to: any statements regarding the expected timing of the completion of the transaction and the benefits of the transaction; the
ability of Dialog Semiconductor plc ("Dialog") and Adesto Technologies Corporation ("Adesto") to complete the
proposed transaction considering the various conditions to the transaction, some of which are outside the parties’ control,
including those conditions related to regulatory approvals; any other statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. These forward-looking statements are inherently uncertain, and are based on information
available to each of Dialog and Adesto as of the date hereof and current expectations, forecasts, estimates, and assumptions. A
number of important factors and uncertainties could cause actual results or events to differ materially from those described in
these forward-looking statements, including without limitation: the failure to satisfy or waive any of the conditions to the consummation
of the proposed transaction, including the adoption of the Merger Agreement by Adesto’s stockholders and the receipt of certain
governmental and regulatory approvals; matters arising in connection with the parties’ efforts to comply with and satisfy
applicable regulatory approvals and closing conditions relating to the proposed transaction; the risk that the proposed transaction
does not close when anticipated or at all; the effects of disruption from the transactions contemplated by the Merger Agreement
on Adesto’s or Dialog’s business and the fact that the announcement and pendency of the transaction may make it more
difficult to establish or maintain relationships with employees, suppliers and other business partners; the occurrence of any event,
change or other circumstance that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings
that may be instituted against Adesto or Dialog related to the Merger Agreement or the proposed transaction; unexpected costs,
charges or expenses resulting from the proposed transaction; the occurrence of a Material Adverse Effect (as defined in the Merger
Agreement); and other risks that are described in the reports of Adesto filed with the Securities and Exchange Commission (the
“SEC”), including but not limited to the risks described in Adesto’s Annual Report on Form 10-K for its fiscal
year ended December 31, 2018, which was filed with the SEC on March 18, 2019, and Adesto’s Quarterly Reports on Form 10-Q,
and that are otherwise described or updated from time to time in other filings with the SEC. All forward-looking statements attributable
to Adesto or Dialog, or persons acting on behalf of either, are expressly qualified in their entirety by this cautionary statement.
Further, Adesto and Dialog disclaim any obligation to update the information in this communication or to announce publicly the
results of any revisions to any of the forward-looking statements to reflect future events or developments, except as otherwise
required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the
date hereof.
Additional Information and Where to Find It
In connection with the proposed acquisition, Adesto will file
relevant materials with the SEC, including a preliminary and definitive proxy statement. Promptly after filing the definitive proxy
statement, Adesto will mail the definitive proxy statement and a proxy card to the stockholders of Adesto. ADESTO’S STOCKHOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders of Adesto will be able to obtain a free
copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov or free of charge
at www.adestotech.com.
Additionally, Adesto and Dialog will file other relevant materials
in connection with the proposed acquisition of Adesto by Dialog pursuant to the terms of the Merger Agreement. Adesto, Dialog and
their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of Adesto stockholders in connection with the proposed acquisition. Stockholders
of Adesto may obtain more detailed information regarding the names, affiliations and interests of certain of Adesto’s executive
officers and directors in the solicitation by reading Adesto’s most recent Annual Report on Form 10-K, and the proxy statement
for Adesto’s 2019 annual meeting of stockholders, which was filed with the SEC on April 30, 2019. These documents are
available free of charge at the SEC’s web site at www.sec.gov or by going to Adesto’s Investor Relations Website
at www.adestotech.com. Information about Dialog’s directors and executive officers is set forth in Dialog’s
Annual Report and Accounts 2018. You can obtain free copies of this document by accessing Dialog’s website at https://www.dialog-semiconductor.com.
Information concerning the interests of Adesto’s participants in the solicitation, which may, in some cases, be different
than those of Adesto’s stockholders generally, will be set forth in the definitive proxy statement relating to the proposed
transaction when it becomes available.
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