UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): |
|
August 3, 2026 |
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-05560 |
04-2302115 |
| (State or
other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
No.) |
| |
|
|
|
5260
California Avenue
Irvine, California | | | 92617 |
| (Address
of principal executive offices) |
|
|
(Zip Code) |
| |
(949) |
231-3000 |
|
| |
(Registrant’s
telephone number, including area code) |
|
| |
Not Applicable |
|
| |
(Former name or former
address, if changed since last report) |
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
Trading
Symbol(s) |
Name of
each exchange on which registered |
| Common
Stock, par value $0.25 per share |
SWKS |
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
As previously announced, on October 27, 2025, Skyworks Solutions, Inc.
(“Skyworks”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Qorvo, Inc., a Delaware
corporation (“Qorvo”), Comet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Skyworks (“Merger
Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Skyworks (“Merger
Sub II”). Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into Qorvo (the “First Merger”), with
Qorvo surviving the First Merger as a wholly owned subsidiary of Skyworks (the “Surviving Corporation”), and (ii) immediately
following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation
will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”),
with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly owned subsidiary of Skyworks.
The completion of the transactions contemplated by the Merger Agreement
are subject to the satisfaction or waiver of customary closing conditions, including the expiration or early termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the approval
of the transactions under certain other antitrust and foreign investment regimes. The parties previously entered into a timing agreement
with the U.S. Federal Trade Commission (“FTC” and such agreement, the “Timing Agreement”), pursuant to which Skyworks
agreed not to close the Mergers prior to August 1, 2026. The applicable HSR waiting period has expired, and FTC allowed the Timing Agreement
to expire on August 1, 2026, without taking further action. The parties continue to work constructively with the State Administration
for Market Regulation in China and the Korea Fair Trade Commission in South Korea, which are the only jurisdictions that remain open.
Regarding foreign investment approvals, the transaction has now been cleared in jurisdictions in which the parties have made foreign investment
filings. Skyworks is hopeful that the transaction will close within the calendar year (subject to satisfaction or waiver of all closing
conditions) and is preparing to close as early as within the fiscal year. However there can be no assurances that the closing will occur
on this timeline.
Important Information About the Proposed Transaction and Where
to Find It
In connection with the proposed Mergers with Qorvo, Skyworks has filed
with the SEC a registration statement on Form S-4 (File No. 333-291947) (the “Registration Statement”), which includes
a prospectus with respect to the shares of Skyworks’ common stock to be issued in the Mergers and a joint proxy statement for Skyworks’
and Qorvo’s respective stockholders (the “Joint Proxy Statement/Prospectus”). The Registration Statement was declared
effective on December 23, 2025, and Skyworks filed a final prospectus on December 23, 2025, and Qorvo filed a definitive proxy
statement on December 23, 2025. The Joint Proxy Statement/Prospectus was mailed to stockholders of Skyworks and Qorvo on or about
December 23, 2025. Each of Skyworks and Qorvo may also file with or furnish to the SEC other relevant documents regarding the Mergers.
This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that
Skyworks or Qorvo may mail to their respective stockholders in connection with the Mergers.
INVESTORS AND SECURITY HOLDERS OF SKYWORKS AND QORVO ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING
SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.
The documents filed by Skyworks with the SEC also may be obtained free
of charge at Skyworks’ website at https://www.skyworksinc.com/investors or upon written request to Skyworks at investor.relations@skyworksinc.com.
The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo’s website at https://ir.qorvo.com/ or upon
written request to Qorvo at investor-relations@qorvo.com. These documents filed with the SEC are also available for free to the public
at the website maintained by the SEC at www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and does not
constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with
applicable law.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current
expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof,
their respective businesses and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which
are subject to change. In this context, forward-looking statements often address expected future business and financial performance and
financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”
similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control
and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits
thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any
filing or other action required to consummate the transaction in a timely matter or at all, are not guarantees of future results and are
subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated
in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying
on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion
of the proposed transaction on anticipated terms and timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies, expansion and growth of Skyworks’ and Qorvo’s businesses and
other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the transaction or integrating the businesses of Skyworks and Qorvo; (iii) Skyworks’
and Qorvo’s ability to implement their business strategies; (iv) pricing trends; (v) potential litigation relating to
the proposed transaction that has been or could be instituted against Skyworks, Qorvo or their respective directors; (vi) the risk
that disruptions from the proposed transaction will harm Skyworks’ or Qorvo’s business, including current plans and operations;
(vii) the ability of Skyworks or Qorvo to retain and hire key personnel; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term
value of Skyworks’ common stock; (x) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s
businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes
under which Skyworks and Qorvo operate; (xiii) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect Skyworks’ or Qorvo’s financial performance; (xiv) restrictions
during the pendency of the proposed transaction that may impact Skyworks’ or Qorvo’s ability to pursue certain business opportunities
or strategic transactions; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as Skyworks’ and Qorvo’s response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Joint Proxy Statement/Prospectus.
While the list of factors presented here and in the Joint Proxy Statement/Prospectus are considered representative, no such list should
be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated
in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated
financial condition, results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other applicable laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
Skyworks Solutions,
Inc. |
| |
|
|
| August 3, 2026 |
By: |
/s/ Robert J. Terry |
| |
Name: |
Robert J. Terry |
| |
Title: |
Senior Vice President, General Counsel and Secretary |
