Filed by Qorvo, Inc.
(Commission File No.:
001-36801)
Pursuant to Rule 425
of the Securities Act of 1933
Deemed filed pursuant
to 14a-12
under the Securities
Exchange Act of 1934
Subject Company: Qorvo,
Inc.
(Commission File No.:
001-36801)
October 28, 2025
Qorvo Employee Video Script
I’m excited to speak with you today about an important milestone
in our 40-year legacy of driving connectivity.
We have announced an agreement to merge Qorvo with Skyworks. This will
create a leader in high-performance RF, analog and mixed-signal semiconductors.
Together, we will accelerate innovation and deliver broader and more
comprehensive solutions for our customers across a wide range of growth areas.
Our combined teams, and product and technology portfolios will benefit
us in key industries powered by current and future growth trends. We will build on our capabilities in Mobile and we will significantly
expand our presence in defense and aerospace, automotive, consumer, industrial & enterprise and infrastructure.
Bringing our companies together also presents a unique opportunity
to bolster our domestic production. We look forward to continuing to support our suppliers and meet the needs of both high- and low-volume
customers.
Our combined world-class engineering talent will include approximately
8,000 engineers and technical experts and over 12,000 issued and pending patents.
That team will be critical to enabling faster development of advanced,
system-level solutions and unlocking new design-win opportunities to meet growing customer demand. They will also be our edge in competing
with others in our industry.
Many of you likely know Skyworks. I have gotten to know their team
through this process and believe in the promise of bringing our two companies together.
We have a tremendous amount of respect for one another. Skyworks shares
our culture of innovation and a commitment to solving our customers’ most complex technical challenges.
Those are just a few of the reasons why I am so confident that this
is right next step for Qorvo and our customers.
With that, I want to be sure that you hear a few words from Phil Brace,
CEO and President of Skyworks. Phil is a semiconductor veteran who I've known for years through many industry interactions.
Greetings. I’m Phil Brace, CEO and president of Sapphire. Today
is a big day for each our companies. We announced that we have entered into an agreement to combine Quartz and Sapphire and create a 20-billion-dollar
plus leader in high-performance RF and analog mixed signal solutions.
Bob and I have known each other for several years and I’ve always
admired the business and thought this would be a great combination.
This transaction brings together two complementary, best-in-class RF
portfolios with advanced packaging capabilities opening new opportunities in mobile with exciting growth potential.
It also creates a 2.5-billion-dollar non-mobile business in key growing
segments including aerospace and defense, automotive, AI data center, and edge IoT.
By becoming stronger together, we can better compete against the industry’s
largest players.
Over the coming months, we will work thoughtfully to begin planning
for our companies coming together.
We have an exciting road ahead and joining forces will position us
for even greater success as a combined team.
Thank you
for everything you do. I’m looking forward to bright future together.
I know Phil is looking forward to getting to know our team and partnering
together once our combination is complete.
While we are looking forward to this next chapter with Skyworks, this
announcement is only the first step in the process.
The transaction is expected to close in early calendar year 2027, and
until then Qorvo and Skyworks will continue to operate as separate and independent companies.
We have much to do between now and then.
It’s critical that we all maintain focus on our priorities and
day-to-day responsibilities as we continue to serve internal and external customers and deliver solutions that connect, protect and power
the planet.
I’m incredibly proud of the Qorvo team and all that we have accomplished
together.
Thank you for everything you do, and for your continued dedication
to Qorvo.
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’s common stock to be issued in the Mergers and a joint proxy statement for Skyworks’s 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’s 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’s directors and executive officers
and their ownership of Skyworks’s common stock is set forth in Skyworks’s 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’s securities have changed since the
amounts printed in Skyworks’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.
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’s 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 Qorvo’s and Skyworks’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’s 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’s 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’s common stock; (x) legislative, regulatory and economic developments affecting Skyworks’s
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’s or Qorvo’s financial performance;
(xiv) restrictions during the pendency of the proposed transaction that may impact Skyworks’s 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’s 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’s 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.
