Murata Electronics North America, Inc. entered into a definitive merger agreement to acquire remaining 95.9% stake in Resonant Inc. (NasdaqCM:RESN) for approximately $310 million on February 14, 2022. Pursuant to the merger agreement, Murata Electronics will commence a cash tender offer to acquire all of the outstanding shares of Resonant's common stock at a purchase price of $4.50 per share, net to the tendering stockholder in cash, without interest and less any required withholding taxes. Following the completion, Resonant will operate as a wholly-owned subsidiary of Murata. The merger agreement permits completion of the merger upon the collective ownership by Murata, Purchaser and any other subsidiary of Murata of one share more than 50% of the number of shares that are then issued and outstanding At the effective time of the merger, each outstanding Share (other than Shares held by (i) Resonant, Murata or their respective subsidiaries immediately prior to the effective time and (ii) stockholders of Resonant who have properly and validly perfected their statutory appraisal rights under the Delaware General Corporation Law will automatically be converted into the right to receive the per share amount of $4.50 on the terms and subject to the conditions set forth in the merger agreement. Funds for the acquisition will come from Murata Electronics North America's cash on hand.

Upon termination of the agreement under specified circumstances, Resonant may be required to pay Murata a termination fee of $11.2 million while Murata may be required to pay the Resonant a termination fee of $15 million. In addition, upon termination of the agreement under specified circumstances, Resonant may be required to reimburse Murata for up to $3 million of expenses. The offer is subject to the satisfaction of customary conditions, including, among others, tender of a majority of Resonant's shares; certain regulatory approvals including any applicable waiting period with respect to the purchase of Resonant shares pursuant to the offer under the HSR Act shall not have expired or been terminated; Murata or its permitted assignee shall have accepted for payment all Resonant shares validly tendered and not withdrawn pursuant to the offer. Consummation of the offer and the merger is not conditional on Murata's receipt of financing. The Board of Directors of Resonant has unanimously approved the merger agreement and resolved and agreed to recommend that holders of shares accept the offer and tender their shares pursuant to the offer. The Board of Directors of Murata Electronics North America has also unanimously approved the merger agreement. Murata has agreed to commence the offer as promptly as reasonably practicable but no later than March 1, 2022, and the offer will remain open for at least 20 business days. Each of Murata and Resonant filed their respective Premerger Notification and Report Forms with the Antitrust Division and the FTC on February 28, 2022. The waiting period applicable to the purchase of the Shares pursuant to the Offer will expire on March 15, 2022, unless earlier terminated. The transaction is expected to close by the end of March 2022. The transaction is expected to close on March 25, 2022, unless the offer is extended by Murata Electronics.

Wilson Sonsini Goodrich & Rosati, P.C. Advisor to Centerview Partners LLC served as lead financial advisor to Resonant and provided fairness opinion to Resonant Board. Cole Bader, Massimo Arpino and Brad Raymond of Stifel, Nicolaus & Company, Incorporated and Keefe, Bruyette & Woods, Inc. also served as financial advisors to Resonant. Robert Little and Jonathan M. Whalen of Gibson, Dunn & Crutcher LLP, Kitahama Partners, Covington & Burling LLP and Christian C. Davis of Akin Gump Strauss Hauer & Feld LLP served as legal advisors to Murata. John McIlvery of Stubbs Alderton & Markiles, LLP and Ben Orlanski and Christopher D. Ahn of Proskauer Rose LLP acted as legal advisors to Resonant. Mizuho Securities Co., Ltd. served as exclusive financial advisor to Murata. D.F. King & Co., Inc. acted as information agent and Computershare Trust Company, National Association acted as depository bank to Resonant.

Murata Electronics North America, Inc. completed the acquisition of remaining 95.9% stake in Resonant Inc. (NasdaqCM:RESN) on March 28, 2022. Each condition to the Offer was satisfied or waived, and, on March 28, 2022, Murata Electronics North America irrevocably accepted for payment all Shares that were validly tendered and not withdrawn. On March 28, 2022, in connection with the Merger, Rubén Caballero, Michael J. Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F. Rankin and Robert Tirva each resigned from his or her position as a member of Resonant board of directors, effective immediately. Masanori Minamide, David Kirk, and Takaki Murata were appointed as directors. Takaki Murata is currently serving as the interim Chief Executive Officer for pSemi. Upon close of the transaction, Murata Electronics North America's board of directors removed each of George B. Holmes, Martin McDermut, Lisa Wolf, and Clint Brown from their respective positions as Chief Executive Officer and President, Chief Financial Officer and Secretary, Chief Accounting Officer, and Senior Vice President, Sales and Marketing and appointed Takaki Murata to serve as Chief Executive Officer and Kohei Tominaga to serve as Treasurer. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Centerview Partners LLC.