FILED BY SKYWORKS SOLUTIONS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933
AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE
14d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: QORVO, INC.
COMMISSION FILE NO. 001-36801
Vendor/Supplier Note
To: All Vendors/Suppliers
From: Phil Brace, Chief Executive Officer and President
Time: Tuesday October 28, 2025; ~7:30 AM ET (following
confirmation of press release publication)
Subject: Exciting News – Skyworks and Qorvo to Combine
All,
Today, we announced an agreement to combine with Qorvo to create a
U.S.-based leader in high-performance RF, analog, and mixed-signal semiconductors. You can read our joint press release here.
This combination brings together two companies with complementary
product and technology portfolios, world-class engineering teams and a strong track record of engineering excellence, innovation and
commitment to quality. Working together, we will expand our research, design and manufacturing capabilities to accelerate innovation
and deliver breakthrough solutions across our global customer base and position ourselves to compete against the industry's largest players.
Our joined resources will enable us to deliver:
| · | Greater
innovation and accelerated development of advanced, system-level solutions, providing our
customers with faster access to cutting-edge technologies. |
| · | Access
to a more complete technology portfolio spanning high-growth verticals including advanced
Wi-Fi, 5G Advanced, 6G, defense & aerospace and AI data centers. |
| · | Enhanced
expertise and capabilities while remaining your trusted business partners. |
What Happens Next
Today’s announcement will not change the way we work together
with you. We anticipate that the transaction will close in early calendar year 2027, subject to regulatory and shareholder approvals
and other customary closing conditions. Until then, Skyworks and Qorvo will continue to operate as separate companies, and it remain
business as usual.
Thank you for your continued support.
Best,
Phil Brace
Chief Executive Officer and President
Important Information About the Proposed Transaction and Where
to Find It
In connection with the Mergers, Skyworks intends to file with the
SEC a registration statement on Form S-4 (the “Registration Statement”), which will include 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 definitive joint proxy statement (if and when available)
will be mailed to stockholders of Skyworks and Qorvo. 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 WHEN THEY BECOME
AVAILABLE, 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.
Participants in the Solicitation
Skyworks, Qorvo and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of Skyworks and Qorvo in connection with the Mergers
under the rules of the SEC.
Information about the interests of the directors and executive officers
of Skyworks and Qorvo and other persons who may be deemed to be participants in the solicitation of stockholders of Skyworks and Qorvo
in connection with the Mergers and a description of their direct and indirect interests, by security holdings or otherwise, will be included
in the Joint Proxy Statement/Prospectus, which will be filed with the SEC.
Information about Skyworks’ directors and executive officers
and their ownership of Skyworks’ common stock is set forth in Skyworks’ proxy statement for its 2025 Annual Meeting of Stockholders
on Schedule 14A filed with the SEC on March 28, 2025. To the extent that holdings of Skyworks’ securities have changed since
the amounts printed in Skyworks’ proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial
Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Information about Qorvo’s directors and executive officers and
their ownership of Qorvo’s common stock is set forth in Qorvo’s proxy statement for its 2025 Annual Meeting of Stockholders
on Schedule 14A filed with the SEC on June 26, 2025. To the extent that holdings of Qorvo’s securities have changed since
the amounts printed in Qorvo’s proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial
Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Additional information regarding the direct and indirect interests
of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained as described above.
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 on 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 shareholder and 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 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; (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; and (xvi) failure to receive the approval of the stockholders of Skyworks and Qorvo. These
risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus to
be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. While the list of factors presented
here is, and the list of factors presented in the proxy statement/prospectus will be, 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.
