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): |
|
January 30, 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. ¨
As previously disclosed, on October 27, 2025,
Skyworks Solutions, Inc. (“Skyworks”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),
by and among Skyworks, 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, and subject
to the satisfaction or waiver of the conditions specified therein, (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.
On December 4, 2025, Skyworks filed a registration
statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a prospectus with respect to the
shares of Skyworks’ common stock to be issued in the First Merger and a joint proxy statement for Skyworks’ and Qorvo’s
respective stockholders. On December 19, 2025, Skyworks filed Amendment No. 1 to the Registration Statement. 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 (together, the “Joint Proxy Statement/Prospectus”). Skyworks and Qorvo commenced
mailing the Joint Proxy Statement/Prospectus to their respective stockholders on or about December 23, 2025.
Each of Skyworks and Qorvo will hold a special
meeting of its stockholders on February 11, 2026, in connection with the transactions contemplated by the Merger Agreement as further
described in the Joint Proxy Statement/Prospectus.
Litigation Related to the Mergers
Following the announcement of the Merger Agreement,
as of the date of this Current Report on Form 8-K, two lawsuits challenging the Mergers have been filed in the Supreme Court of the State
of New York, County of New York (each, a “Lawsuit” and, collectively, the “Lawsuits”). The first
Lawsuit, captioned Kelly v. Skyworks Sols., Inc., No. 650358/2026 (N.Y. Sup. Ct. Jan. 20, 2026), was filed on January 20, 2026.
The second Lawsuit, captioned Kent v. Skyworks Sols., Inc., No. 650386/2026 (N.Y. Sup. Ct. Jan. 21, 2026), was filed on January
21, 2026. In addition, Skyworks and Qorvo have each received demand letters from certain purported stockholders of Skyworks and Qorvo,
as applicable, that allege deficiencies and/or omissions in the Registration Statement (collectively, the “Demand Letters”
and together with the Lawsuits, the “Matters”). The Matters each allege that, among other things, the Joint Proxy Statement/Prospectus
contains certain disclosure deficiencies and/or incomplete information regarding the Mergers and seek additional disclosures to remedy
these purported deficiencies. The Lawsuits additionally seek injunctive relief, rescission, and damages. Skyworks and Qorvo believe that
the allegations in the Matters are without merit. There can be no assurances that additional lawsuits or additional demands will not be
filed or made against Skyworks and/or Qorvo with respect to the Mergers. If this occurs, neither Skyworks nor Qorvo will necessarily announce
them.
Skyworks and Qorvo believe that the disclosures
set forth in the Joint Proxy Statement/Prospectus comply fully with applicable law and exchange rules and that no further disclosure beyond
that already contained in the Joint Proxy Statement/Prospectus is required under applicable law or exchange rules. However, in order to
avoid nuisance, cost and distraction, to preclude any efforts to delay the completion of the Mergers, and to provide additional information
to their respective stockholders, and without admitting any culpability, liability or wrongdoing and without admitting the relevance or
materiality of such disclosures, Skyworks and Qorvo are voluntarily supplementing the Joint Proxy Statement/Prospectus with the disclosures
set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission
of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Skyworks and
Qorvo specifically deny all allegations in the Matters, including that any additional disclosure was or is required.
Supplemental Disclosures to the Joint Proxy Statement/Prospectus
The Supplemental Disclosures should be read in
connection with the Joint Proxy Statement/Prospectus, which should be read in its entirety, including all risk factors and cautionary
notes contained therein. All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise
defined, have the meanings set forth in the Joint Proxy Statement/Prospectus. To the extent that information in the below Supplemental
Disclosures differs from, or updates information contained in, the Joint Proxy Statement/Prospectus, the information in the below Supplemental
Disclosures will supersede or supplement the information in the Joint Proxy Statement/Prospectus. Except as otherwise described in the
below Supplemental Disclosures or the documents referred to, contained in or incorporated by reference herein, the Joint Proxy Statement/Prospectus,
the annexes to the Joint Proxy Statement/Prospectus and the documents referred to, contained in or incorporated by reference in the Joint
Proxy Statement/Prospectus are not otherwise modified, supplemented or amended. For clarity, new text within restated paragraphs from
the Joint Proxy Statement/Prospectus is highlighted with bold, underlined text, while deleted text is bold and
stricken-through.
The third paragraph on page 97 of the Joint Proxy Statement/Prospectus
under the section with the heading “Certain Unaudited Prospective Financial Information—Certain Qorvo Unaudited Prospective
Financial Information—Qorvo Management Unaudited Projections” is hereby amended and supplemented as follows:
The Qorvo Management Unaudited Qorvo Projections were prepared by Qorvo’s
senior management on a standalone basis based on assumptions they considered to be reasonable based on facts known at the time of preparation. Such
assumptions related to, among other things, maintaining or growing Qorvo’s share in the segments in which it operates; completing
announced factory consolidation activities; maintaining cost discipline; executing tariff mitigation strategies; achieving design wins
with existing customers; and executing on potential acquisitions, divestitures and other strategic investments. As such assumptions are
subject to risks and uncertainties, when preparing the Qorvo Management Unaudited Qorvo Projections Qorvo’s senior management evaluated,
among other things, the potential risks of weakening demand for customers’ products, falling short of productivity expectations,
losing share to competitors, and failing to execute tariff mitigation strategies. Qorvo’s senior management did and
do not take into account the Transactions, including any costs incurred in connection with the Mergers or the
other transactions contemplated thereby or any changes to Qorvo’s operations or strategy that may be implemented after the consummation
of the Mergers in preparing the Qorvo Management Unaudited Qorvo Projections. As a result, actual results likely will differ,
and may differ materially, from those contained in the Qorvo Management Unaudited Qorvo Projections. See “Risk Factors—Risks
Related to the Mergers—Qorvo’s and Skyworks’ financial forecasts are based on various assumptions that may not prove
to be correct” for additional information.
The first bullet on page 103 of the Joint Proxy
Statement/Prospectus under the section with the heading “Opinions of Skyworks’ Financial Advisors—Opinion of Qatalyst
Partners—Discounted Cash Flow Analysis—Standalone Company” is hereby amended and supplemented as follows:
| (a) | the implied net present value of the estimated future unlevered free cash flows (“UFCFs”) of Skyworks, based on the Skyworks
Management Unaudited Projections for the fiscal year 2026 through fiscal year 2029 (which implied present value was calculated using a
range of discount rates of 12.5% to 14.5%, based on an estimated weighted average cost of capital for Skyworks, as calculated by
Qatalyst Partners utilizing the capital asset pricing model and inputs based on Qatalyst Partners’ professional judgment); |
The second bullet on page 103 of the Joint
Proxy Statement/Prospectus under the section with the heading “Opinions of Skyworks’ Financial Advisors—Opinion of
Qatalyst Partners—Discounted Cash Flow Analysis—Pro Forma Combined Company” is hereby amended and supplemented as
follows:
subtracting the estimated net debt of the Combined Company as of September
30, 2025, of approximately $3.34 billion, calculated as Skyworks’ net debt as of September 30, 2025, of approximately ($388
million), as provided by the management of Skyworks, plus Qorvo’s net debt, inclusive of equity method investments, as of
September 30, 2025, of approximately $430 million, as provided by the management of Qorvo, plus cash consideration to be
paid in the transaction (calculated as $32.50 cash per share multiplied by the number of shares of Qorvo Common Stock outstanding, as
provided by the management of Qorvo), plus estimated transaction fees and expenses, as provided by the management of Skyworks, taking
into account the Mergers; and
The first and second paragraphs on page 108 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinions of Skyworks’ Financial Advisors—Opinion of Goldman Sachs—Illustrative
Discounted Cash Flow Analysis of Skyworks – Standalone” is hereby amended and supplemented as follows:
Using the mid-year convention for discounting cash flows and the end
of period convention for discounting terminal value and discount rates ranging from 11.50% to 13.50%, reflecting estimates of Skyworks’
weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2025 (a) estimates of unlevered
free cash flow for Skyworks on a standalone basis, for the fiscal years 2026 through 2030 as reflected in the Forecasts and (b) a
range of illustrative terminal values for Skyworks, which were calculated by applying an illustrative range of terminal year multiples
ranging from 14.0x to 19.0x, to an estimated terminal year next twelve months (“NTM”) NOPAT of approximately
$1.5 billion on a standalone basis, as reflected in the Forecasts. Goldman Sachs derived such discount rates by application of
the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including Skyworks; target capital
structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Skyworks, as well as certain
financial metrics for the United States financial markets generally. The range of terminal year exit EV/NTM NOPAT multiples was estimated
by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Skyworks and
Qorvo.
Goldman Sachs derived ranges of illustrative enterprise values for
Skyworks by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise
values it derived for Skyworks the amount of Skyworks’ total debt and debt-like items of approximately $1.0 billion
and added the amount of Skyworks’ cash and cash equivalents of approximately $1.4 billion, in each case as of September 30,
2025 on a standalone basis, as provided by and approved for Goldman Sachs’ use by the management of Skyworks, to derive a range
of illustrative equity values for Skyworks on a standalone basis. Goldman Sachs then divided the range of illustrative equity values it
derived by the number of fully diluted outstanding shares of Skyworks, as provided by and approved for Goldman Sachs’ use by the
management of Skyworks, using the treasury stock method, to derive a range of illustrative present values per share on a standalone basis
ranging from $89.16 to $123.97.
The first and second paragraphs on page 108 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinions of Skyworks’ Financial Advisors—Opinion of Goldman Sachs—Illustrative
Discounted Cash Flow Analysis of Skyworks – Pro Forma” is hereby amended and supplemented as follows:
Using the mid-year convention for discounting cash flows and the end
of period convention for discounting terminal value and discount rates ranging from 11.50% to 13.50%, reflecting estimates of Skyworks
Pro Forma’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2025 (a) estimates
of unlevered free cash flow for Skyworks Pro Forma, for the fiscal years 2026 through 2030 as reflected in the Forecasts and (b) a
range of illustrative terminal values for Skyworks, which were calculated by applying an illustrative range of terminal year multiples
ranging from 14.0x to 19.0x, to a NTM NOPAT of approximately $2.9 billion Pro Forma, as reflected in the Forecasts. Goldman
Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including Skyworks Pro Forma’s
target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Skyworks Pro
Forma, as well as certain financial metrics for the United States financial markets generally. The range of terminal year exit EV/NTM
NOPAT multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading
multiples of Skyworks and Qorvo.
Goldman Sachs derived ranges of illustrative enterprise values for
Skyworks Pro Forma by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative
enterprise values it derived for Skyworks the amount of Skyworks’ total debt and debt-like items of approximately $3.3 billion
and added the amount of Skyworks’ cash and cash equivalents of approximately $0.7 billion, in each case as of September 30,
2025 and Pro Forma, as provided by and approved for Goldman Sachs’ use by the management of Skyworks, to derive a range of illustrative
equity values for Skyworks Pro Forma. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully
diluted outstanding shares of Skyworks Pro Forma (taking into account replacement equity awards issued to Qorvo employees pursuant to
the merger agreement), as provided by and approved for Goldman Sachs’ use by the management of Skyworks, using the treasury stock
method, to derive a range of illustrative present values per share on a pro forma basis giving effect to the Transactions ranging from
$99.16 to $142.43.
The first and second paragraphs on page 114 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinion of Qorvo’s Financial Advisor—Qorvo Financial Analyses—Qorvo Selected
Trading Company Analysis” are hereby amended and supplemented as follows:
From this analysis, Centerview then applied the multiple reference
range of 9.0x to 11.0x to Qorvo’s estimated EBITDA for calendar year 2026 as provided in the Qorvo Forecasts to derive a range of
implied enterprise values for Qorvo. Centerview then divided these implied equity values by the number of fully diluted outstanding shares
of Qorvo Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of restricted stock units
and performance stock units) of approximately 96.1 million outstanding as of October 24, 2025, as directed by
Qorvo management and as set forth in the Qorvo Internal Data, to derive a range of implied values per share of Qorvo Common Stock.
Centerview also applied the multiple reference range of 13.0x to 17.0x
to Qorvo’s estimated net income for the calendar year 2026 as provided in the Qorvo Forecasts. Centerview then divided these implied
equity values by the number of fully diluted outstanding shares of Qorvo Common Stock (calculated using the treasury stock method, taking
into account the dilutive impact of restricted stock units and performance stock units) of approximately 96.1 million
outstanding as of October 24, 2025, as directed by Qorvo management and as set forth in the Qorvo Internal Data, to derive a range
of implied values per share of Qorvo Common Stock.
The second and third paragraphs on page 114 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinion of Qorvo’s Financial Advisor—Qorvo Financial Analyses—Discounted
Cash Flow Analysis” are hereby amended and supplemented as follows:
In performing this analysis, Centerview calculated a range of illustrative
equity values for Qorvo by discounting to present value as of October 24, 2025 (using discount rates ranging from 13.0% to 15.0%
based on Centerview’s analysis of Qorvo’s weighted average cost of capital, determined using the capital asset pricing model
and based on considerations that Centerview deemed relevant in its professional judgment and experience and using a mid-year convention):
(a) the forecasted after tax unlevered free cash flows (burdened) of Qorvo over the period beginning on October 1,
2025, and ending on December 31, 2030, as set forth in the Qorvo Forecasts and (b) a range of implied terminal values of Qorvo
at the end of the forecast period shown in the Qorvo Forecasts, applying a range of terminal multiples to Qorvo’s projected EBITDA
for the 12 months ending December 31, 2031, ranging from 9.0x to 11.0x. Centerview then (i) subtracted from this range
Qorvo’s estimated debt as of September 30, 2025 of approximately $1.6 billion, and (ii) added
Qorvo’s cash as of September 30, 2025 of approximately $1.1 billion, in each case as set forth in the Qorvo Internal
Data.
Centerview then divided the result of the foregoing calculations by
the number of fully diluted outstanding shares of Qorvo Common Stock (calculated using the treasury stock method, taking into account
the dilutive impact of restricted stock units and performance stock units) of approximately 96.1 million outstanding
as of October 24, 2025, as directed by Qorvo management and as set forth in the Qorvo Internal Data and
as set forth in the Qorvo Internal Data, resulting in an implied per share equity value range for the shares of Qorvo
Common Stock of $92.47 to $116.60 per share. Centerview then compared this range the value of the Merger Consideration of $103.58 per
share of Qorvo Common Stock implied by the closing price of Skyworks Common Stock on October 24, 2025 (the last full trading day
prior to the date on which the Qorvo Board met to approve the Transactions).
The fourth and fifth paragraphs on page 115 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinion of Qorvo’s Financial Advisor—Skyworks Financial Analyses—Skyworks
Selected Public Trading Company Analysis” are hereby amended and supplemented as follows:
From this analysis, Centerview then applied the multiple reference
range of 9.0x to 11.0x to Skyworks’ estimated EBITDA for calendar year 2026 as provided in the Skyworks Forecasts to derive a range
of implied enterprise values for Skyworks. Centerview then divided these implied equity values by the number of fully diluted outstanding
shares of Skyworks Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of in-the-money stock
options, restricted stock units and performance stock units) of approximately 156.6 million outstanding as of
October 24, 2025, as directed by Qorvo management and as set forth in the Skyworks Internal Data, to derive a range of implied values
per share of Skyworks Common Stock.
Centerview also applied the multiple reference range of 13.0x to 17.0x
to Skyworks’ estimated net income for the calendar year 2026 as provided in the Skyworks Forecasts. Centerview then divided these
implied equity values by the number of fully diluted outstanding shares of Skyworks Common Stock (calculated using the treasury stock
method, taking into account the dilutive impact of in-the-money stock options, restricted stock units and performance stock units)
of approximately 156.6 million outstanding as of October 24, 2025, as directed by Qorvo management and as set forth
in the Skyworks Internal Data, to derive a range of implied values per share of Skyworks Common Stock.
The first and second paragraphs on page 116 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinion of Qorvo’s Financial Advisor—Skyworks Financial Analyses—Discounted
Cash Flow Analysis” are hereby amended and supplemented as follows:
In performing this analysis, Centerview calculated a range of illustrative
equity values for Skyworks by discounting to present value as of October 24, 2025 (using discount rates ranging from 13.0% to 15.0%
based on Centerview’s analysis of Skyworks’ weighted average cost of capital, determined using the capital asset pricing model
and based on considerations that Centerview deemed relevant in its professional judgment and experience and using a mid-year convention):
(a) the forecasted after tax unlevered free cash flows of Skyworks over the period beginning on October 1, 2025, and ending
on December 31, 2030, as set forth in the Skyworks Forecasts and (b) a range of implied terminal values of Skyworks at the end
of the forecast period shown in the Skyworks Forecasts, applying a range of terminal multiples to Skyworks’ projected EBITDA for
the 12 months ending December 31, 2031, ranging from 9.0x to 11.0x. Centerview then (i) subtracted from this range Skyworks’
estimated debt of approximately $1.0 billion as of September 30, 2025, and (ii) added Skyworks’ cash of
approximately $1.4 billion as of September 30, 2025, in each case as set forth in the Skyworks Internal Data.
Centerview then divided the result of the foregoing calculations by
the number of fully diluted outstanding shares of Skyworks Common Stock (calculated using the treasury stock method, taking into account
the dilutive impact of in-the-money stock options, restricted stock units and performance stock units) of approximately
156.6 million outstanding as of October 24, 2025, as directed by Qorvo management and as set forth in the Skyworks Internal
Data, resulting in a an implied per share equity value range for the shares of Skyworks Common Stock of $75.23 to $95.21 per share.
The second bullet on page 117 of the Joint Proxy Statement/Prospectus
under the section with the heading “Opinion of Qorvo’s Financial Advisor—Other Factors” is hereby amended
and supplemented as follows:
Selected Precedent Transactions Analysis. Centerview
reviewed the financial terms, to the extent publicly available, of selected completed transactions since 2014 involving target companies
with operations in the semiconductor sector that Centerview deemed comparable, based on its professional judgment and experience, to the
Transactions. For each of these selected precedent transactions, Centerview calculated and analyzed enterprise value based on transaction
price as a multiple of the target company’s Wall Street research analyst consensus estimated next 12 months EBITDA (an “EV/NTM
EBITDA”). The selected precedent transactions reviewed were as follows:
| Announcement Date | |
Acquiror | |
Target | |
Enterprise
Value ($bn) |
| March 1, 2018 | |
Microchip Technology Inc. | |
Microsemi Corp. | |
$10.2 |
| November 18, 2015 | |
ON Semiconductor Corporation | |
Fairchild Semiconductor International, Inc. | |
$2.4 |
| May 28, 2015 | |
Avago Technologies Limited | |
Broadcom Corporation | |
$32.7 |
| March 1, 2015 | |
NXP Semiconductor N.V. | |
Freescale Semiconductor, Ltd.∙ | |
$16.5 |
| June 9, 2014 | |
Analog Devices, Inc. | |
Hittite Microwave Corporation | |
$2.0 |
| February 24, 2014 | |
RF Micro Devices, Inc. | |
TriQuint Semiconductor, Inc. | |
$1.6 |
Based upon the multiples for the selected precedent transactions and
Centerview’s professional judgment and experience, Centerview selected an EV/NTM EBITDA reference range for Qorvo of 8.5x to 14.0x,
and applied such multiples to Qorvo’s EBITDA for the next 12 months, based on the Qorvo Forecast, to obtain an approximate
implied enterprise value reference range. Centerview then divided these approximate implied enterprise value reference range by the number
of fully diluted outstanding shares of Qorvo Common Stock (calculated using the treasury stock method, taking into account the dilutive
impact of restricted stock units and performance stock units) of approximately 96.1 million outstanding as of October 24,
2025, as directed by Qorvo management and as set forth in the Qorvo Internal Data, to derive a range of approximate implied equity values
per share of Qorvo Common Stock of $80.80 to $136.09.
The amounts set forth in the “Total” column in the first
table on page 131 of the Joint Proxy Statement/Prospectus under the section with the heading “Quantification of Potential Payments
and Benefits to Qorvo’s Named Executive Officers, Other Executive Officers and Non-Employee Directors in Connection with the Mergers—Golden
Parachute Compensation” are hereby amended and restated as follows:
| Executive Officers |
|
Total
($) |
| |
|
|
| Robert A. Bruggeworth, President and Chief Executive Officer |
|
32,294,193 31,756,525 |
| Grant A. Brown, Senior Vice President and Chief Financial Officer |
|
11,331,472 11,191,753 |
| Philip Chesley, Senior Vice President and President of High Performance Analog |
|
6,635,374 6,534,717 |
| Steven E. Creviston, Senior Vice President and President of Connectivity and Sensors |
|
7,641,906 7,526,118 |
| Paul J. Fego, Senior Vice President of Global Operations |
|
8,312,431 8,186,486 |
The amount set forth in respect of Philip Chesley under the “Bonus” column in the second table on page 131 of the Joint Proxy
Statement/Prospectus under the section with the heading “Quantification of Potential Payments and Benefits to Qorvo’s Named
Executive Officers, Other Executive Officers and Non-Employee Directors in Connection with the Mergers—Golden Parachute Compensation”
is hereby amended and restated as follows:
| Executive Officers |
|
Bonus
($) |
| |
|
|
| Philip Chesley, Senior Vice President and President of High Performance Analog |
|
723,830 723,820 |
Important Information About the Proposed Transaction and Where
to Find It
In connection with the Mergers, Skyworks has filed with the SEC 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 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 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, is included
in the Joint Proxy Statement/Prospectus 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, as well as in the Joint Proxy Statement/Prospectus. To the extent that holdings
of Skyworks’ securities have changed since the amounts printed therein, 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 Joint Proxy
Statement/Prospectus. 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 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 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 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.
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Skyworks Solutions, Inc. |
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| January 30, 2026 |
By: |
/s/ Robert J. Terry |
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Name: |
Robert J. Terry |
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Title: |
Senior Vice President, General Counsel and Secretary |
