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
Investor Talking Points
| · | Skyworks and Qorvo are combining to create a leading U.S. supplier of advanced
RF, analog and mixed-signal solutions with a combined enterprise value of approximately $22 billion. |
| · | This is a cash-and-stock deal, with Qorvo shareholders receiving $32.50 in
cash and 0.960 of a Skyworks common share for each Qorvo share. Upon closing, Skyworks shareholders will own approximately 63% of the
combined company, Qorvo shareholders approximately 37%. |
| · | We are really excited about this transaction. |
| · | First, our combined scale will strengthen our ability to compete against
the industry’s largest players. |
| o | With $7.7 billion in annual revenue and $2.1 billion in annual Adjusted EBITDA, we will have a stronger, more balanced revenue base. |
| o | The combination also strengthens our customer base, improves efficiency and enhances predictability through the cycles. |
| · | Second, this will drive innovation. Skyworks and Qorvo bring together
impressive engineering talent, a deep patent portfolio, and expertise across RF, analog and mixed-signal technologies. Together, we can
provide customers with more highly integrated, complete solutions, as well as a broader range of products and technologies. |
| o | The combination enhances customer choice by delivering even more compelling solutions in applications where complexity is growing. |
| · | Third, by bringing together our complementary RF technologies and best-in-class
products, we will create a $5.1 billion mobile business with increased revenue stability while strengthening our position as RF
innovation accelerates in the future. |
| · | Fourth, the transaction establishes a $2.6 billion Broad Markets platform.
We will have a growing and profitable TAM across attractive markets including defense & aerospace, edge IoT, AI data center and automotive
markets. |
| o | This will diversify our revenue base across markets that are characterized by attractive secular growth trends, long product life
cycles, and favorable gross margins. |
| o | This will be a key platform for the company going forward. |
| · | Fifth, by combining Skyworks’s and Qorvo’s best-in-class RF manufacturing
and advanced packaging capabilities, we will strengthen our domestic production capacity and factory utilization and enhance our capital
efficiency. |
| · | Lastly, we expect the transaction to be immediately and meaningfully accretive
to non-GAAP EPS post-close, with $500 million or more of annual cost synergies within 24-36 months post-close when the companies are fully
integrated. |
| o | The synergy opportunity is both meaningful and actionable. |
| o | In manufacturing, we can drive fab optimization and higher utilization rates to support healthy gross margins through the peaks and
troughs of the business. |
| o | In SG&A, we plan to simplify operations and eliminate unnecessary complexity and duplication. |
| o | We can improve R&D efficiency by focusing resources on strategic growth areas and accelerating new product development. |
| · | Looking ahead, we will have a favorable capital structure that will allow
for continued investments in the business to drive shareholder value. |
| · | The deal is expected to close in early calendar year 2027, subject to regulatory
and shareholder approvals and other customary closing conditions. |
| · | This is a transformative milestone for our industry and both Skyworks and
Qorvo. |
| · | I’m happy to answer any questions you may have. |
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.
Non-GAAP Financial Measures
This communication also includes references to financial measures that
are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the
United States of America (“GAAP”). These non-GAAP financial measures include, but are not limited to, adjusted EBITDA and
adjusted EBITDA margin, non-GAAP gross profit and gross margin, non-GAAP operating income and operating margin, non-GAAP net income, non-GAAP
diluted earnings per share, and non-GAAP free cash flow and free cash flow margin. Adjusted EBITDA is calculated by adding to non-GAAP
operating income, depreciation and amortization. Non-GAAP gross profit is calculated by excluding from GAAP gross profit, share-based
compensation expense, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments, and restructuring
and other charges. Non-GAAP operating income is calculated by excluding from GAAP operating income, share-based compensation expense,
acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments, and restructuring-related
charges. Non-GAAP net income and diluted earnings per share is calculated by excluding from GAAP net income and diluted earnings per share,
share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses,
and impairments, restructuring-related charges, and certain tax items. Non-GAAP free cash flow is calculated by deducting capital expenditures
from GAAP net cash provided by operating activities. Any non-GAAP financial measures used in this presentation are in addition to, and
should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. Non-GAAP financial measures
should not be considered in isolation or as an alternative to financial statements prepared in accordance with GAAP and are subject to
significant inherent limitations. The non-GAAP measures presented herein may not be comparable to similar non-GAAP measures presented
by other companies. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by
management about which expense and income items are excluded or included in determining these non-GAAP financial measures.
