[425] Qorvo, Inc. Business Combination Communication

Rhea-AI Filing Summary

Skyworks Solutions issued an investor communication under Rule 425 about its proposed mergers with Qorvo. Skyworks plans to file a Form S-4 that will include a prospectus for Skyworks common stock to be issued in the mergers and a joint proxy statement/prospectus for Skyworks and Qorvo stockholders. The definitive joint proxy statement, if and when available, will be mailed to stockholders.

The notice states this is not an offer to sell or solicit securities and highlights forward-looking statements subject to risks, including obtaining shareholder and regulatory approvals, timing and integration outcomes, potential litigation, business disruptions, personnel retention, and the possibility the transactions do not close. It also references non-GAAP financial measures and cautions about their limitations.

Insights

M&A and Securities Analyst

Administrative step toward an all-stock merger; approvals pending.

Skyworks outlines an intended Form S-4 to register shares to be issued in mergers with Qorvo, paired with a joint proxy statement/prospectus to solicit votes. This is a standard disclosure under Rule 425 and signals preparation for shareholder engagement.

The communication emphasizes contingencies: shareholder and regulatory approvals, integration execution, potential litigation, and retention of key personnel. It also clarifies no offer/solicitation and includes extensive forward‑looking risk language.

Key procedural markers include the forthcoming S-4 effectiveness and mailing of the joint proxy statement/prospectus. Specific terms, consideration mix, and expected synergies are not provided in this excerpt.

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.

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· 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.

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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.

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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.

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FAQ

What did QRVO disclose in this Rule 425 communication?

It described a proposed merger process with Skyworks, including plans for a Form S-4 and a joint proxy statement/prospectus to solicit stockholder approvals.

Will new Skyworks shares be issued in the Skyworks–Qorvo mergers?

Yes. The S-4 will include a prospectus covering Skyworks common stock to be issued in the mergers.

How will QRVO and Skyworks stockholders receive merger materials?

The definitive joint proxy statement/prospectus, if and when available, will be mailed to stockholders.

Where can QRVO investors find relevant merger documents?

Documents will be filed with the SEC and available at www.sec.gov, Skyworks’ investor site, and Qorvo’s investor site.

What are key risks cited for the Skyworks–Qorvo mergers?

Risks include obtaining shareholder and regulatory approvals, integration challenges, potential litigation, business disruptions, and the chance the transactions may not close.

Are non-GAAP financial measures referenced for QRVO and Skyworks?

Yes. Metrics such as adjusted EBITDA and free cash flow are referenced, with cautions about their limitations versus GAAP.