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
CEO Video Script for Qorvo Employees
| · | Greetings. I’m Phil Brace, CEO and president of Skyworks. Today is a big day for each our companies. We announced that we have
entered into an agreement to combine Qorvo and Skyworks 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. |
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.
