STOCK TITAN

Skyworks extends Qorvo note exchange to Sept. 11

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Skyworks Solutions, Inc. (SWKS) announced that it has extended the expiration date of its previously announced Exchange Offers for Qorvo, Inc.’s senior notes from 5:00 p.m. New York City time on September 1, 2026 to 5:00 p.m. on September 11, 2026, unless further extended, terminated or amended.

The Exchange Offers cover up to $850 million aggregate principal amount of new 4.375% Senior Notes due 2029 and up to $700 million of new 3.375% Senior Notes due 2031 to be issued by Skyworks in exchange for the corresponding Qorvo notes. As of September 1, 2026, $767.5 million of the 2029 Qorvo Notes (about 90.30%) and $653.0 million of the 2031 Qorvo Notes (about 93.29%) had been validly tendered and not withdrawn. Holders who have already tendered need take no further action, while others may tender or re-tender until the new Expiration Date.

Each Exchange Offer is conditioned on the closing of the planned mergers in which Qorvo will become a wholly owned subsidiary of Skyworks, a condition that cannot be waived. The mergers are not conditioned on the results of the Exchange Offers, and Skyworks states there can be no assurance that closing will occur within the hoped-for timeframe.

Positive

  • High participation in exchange offers: as of September 1, 2026, about 90.30% of the $850 million 2029 Qorvo Notes and 93.29% of the $700 million 2031 Qorvo Notes had been validly tendered, indicating strong holder engagement with Skyworks’ liability management around the planned Qorvo combination.

Negative

  • Exchange Offers and mergers remain conditional: each Exchange Offer is conditioned on closing the Qorvo mergers, this condition cannot be waived, and Skyworks cautions there can be no assurance that closing will occur within the current fiscal or calendar year timeline.

Filing Explained

The note exchange remains pre-settlement; settlement awaits the mergers and cannot occur before the second business day after closing.

The filing therefore leaves the disclosed process before settlement: it describes the new Skyworks notes as securities to be issued in the exchange, while settlement is scheduled only after the mergers close.

The two offers are separate operationally: Skyworks may modify, terminate, or extend either offer independently, and one series’ offer is not conditioned on completion of the other.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New 2029 Skyworks Notes capacity $850,000,000 aggregate principal amount Maximum principal amount of new 4.375% Senior Notes due 2029 offered in the Exchange Offer
New 2031 Skyworks Notes capacity $700,000,000 aggregate principal amount Maximum principal amount of new 3.375% Senior Notes due 2031 offered in the Exchange Offer
2029 Qorvo Notes tendered $767,518,000 (90.30%) Principal amount of 4.375% Senior Notes due 2029 tendered as of September 1, 2026, out of $850,000,000 outstanding
2031 Qorvo Notes tendered $653,022,000 (93.29%) Principal amount of 3.375% Senior Notes due 2031 tendered as of September 1, 2026, out of $700,000,000 outstanding
Original expiration date 5:00 p.m. New York City time on September 1, 2026 Initial scheduled expiration of the Exchange Offers before the extension
New expiration date 5:00 p.m. New York City time on September 11, 2026 Extended Expiration Date for the Exchange Offers announced by Skyworks
Exchange Offers financial
"its previously announced offers to holders of Qorvo Notes to exchange (the “Exchange Offers”)"
An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.
Expiration Date financial
"and will now expire at 5:00 p.m., New York City time, on September 11, 2026 (the “Expiration Date”)"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
Early Participation Premium financial
"subject to submitting a valid Early Participation VOI Number ... the Early Participation Premium with respect to such Qorvo Notes"
Mergers Registration Statement and Proxy Statement/Prospectus regulatory
"collectively, the “Mergers Registration Statement and Proxy Statement/Prospectus”"
forward-looking statements regulatory
"This press release includes “forward-looking statements.” Forward-looking statements relate to future events"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Skyworks Solutions (SWKS) announce regarding the Qorvo notes exchange offers?

Skyworks announced it extended the expiration date of its Exchange Offers for Qorvo’s 2029 and 2031 senior notes to September 11, 2026 at 5:00 p.m. New York City time, with all other terms and conditions remaining as described in the effective S-4 Prospectus.

How much of Qorvo’s 2029 and 2031 notes has been tendered in the Skyworks (SWKS) exchange offers?

As of September 1, 2026, holders had tendered $767.5 million of the $850 million 4.375% 2029 Qorvo Notes (about 90.30%) and $653.0 million of the $700 million 3.375% 2031 Qorvo Notes (about 93.29%).

What new Skyworks (SWKS) notes are offered in exchange for the Qorvo notes?

Skyworks is offering up to $850 million aggregate principal amount of new 4.375% Senior Notes due 2029 and up to $700 million of new 3.375% Senior Notes due 2031, each issued by Skyworks, in exchange for the corresponding Qorvo notes.

Is the completion of the Skyworks (SWKS) exchange offers dependent on the Qorvo mergers closing?

Yes. Each Exchange Offer is conditioned on the closing of the mergers in which Qorvo will merge into a Skyworks subsidiary, and this condition may not be waived by Skyworks. The mergers themselves are not conditioned on the exchange offer results.

What timing guidance does Skyworks (SWKS) give on closing the Qorvo mergers?

Skyworks states it is preparing to close the mergers as early as within the fiscal year and is hopeful closing will occur within the calendar year, but emphasizes there can be no assurances that closing will happen on this timeline.

Do noteholders who already tendered into the Skyworks (SWKS) exchange offers need to act again?

No. Holders who have already validly tendered and not validly withdrawn their Qorvo notes do not need to re-tender; their tenders remain effective. Others may tender or re-tender at or prior to the new Expiration Date to receive the applicable consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 1, 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)   (IRS Employer Identification
No.)

 

5260 California Avenue
Irvine
, CA 92617

(Address of principal executive office) (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. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

Exchange Offers Expiration Date

 

On September 1, 2026, Skyworks Solutions, Inc. (“Skyworks”) issued a press release (the “Press Release”) announcing the extension of the Expiration Date (as defined in the Prospectus (as defined below)) of its previously announced offers to exchange any and all of the outstanding 4.375% Senior Notes due 2029 (the “2029 Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) and any and all of the outstanding 3.375% Senior Notes due 2031 (together with the 2029 Qorvo Notes, the “Qorvo Notes”) issued by Qorvo (such offers to exchange, the “Exchange Offers”). The Exchange Offers, which are being made pursuant to the terms and subject to the conditions set forth in Skyworks’ registration statement on Form S-4, which was declared effective on May 29, 2026, and the related final prospectus filed with the U.S. Securities and Exchange Commission on May 29, 2026 (as it may be amended or supplemented from time to time, the “Prospectus”), were previously scheduled to expire at 5:00 p.m., New York City time, on September 1, 2026, and will now expire at 5:00 p.m., New York City time, on September 11, 2026, unless the Exchange Offers are further extended or earlier terminated or otherwise amended (as it may be extended or otherwise amended, the “Expiration Date”). Skyworks is hopeful that the Mergers (as defined in the Prospectus) will close within the calendar year (subject to satisfaction or waiver of all closing conditions) and is preparing to close as early as within the fiscal year. However, there can be no assurances that the closing will occur on this timeline. All other terms and conditions of the Exchange Offers as set forth in the Prospectus remain in full force and effect. Any further extension of the Expiration Date will be announced by press release and may not be accompanied by an additional Current Report on Form 8-K.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Safe Harbor Statement

 

This report includes “forward-looking statements.” Forward-looking statements relate to future events, including, but not limited to, the Exchange Offers and the Mergers, as applicable. These forward-looking statements include information relating to future events, prospects, expectations and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue, as well as plans for dividend payments). Forward-looking statements can often be identified by words such as “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected and may affect Skyworks’ future operating results, financial position and cash flows.

 

 

 

 

These risks, uncertainties and other important factors include: the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., Skyworks’ ability to obtain foreign-sourced raw materials, including from Chinese-based sources, as well as Skyworks’ ability to sell products to certain specified foreign entities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor industry and the markets addressed by Skyworks’, and Skyworks’ customers’, products to economic cycles or changes in economic conditions, including inflation and recession that could result from trade war or trade protection measures; Skyworks’ reliance on a small number of key customers for a large percentage of Skyworks’ sales; decreased gross margins and loss of market share as a result of increased competition; Skyworks’ ability to obtain design wins from customers; Skyworks’ ability to convert design wins into revenue; market acceptance of Skyworks’ products and Skyworks’ customers’ products, including market acceptance of new, emerging technologies such as AI; the mix and volume of phone models sold by Skyworks’ largest customer; the potential impacts on Skyworks’ business, reputation, relationships, results of operations, cash flows and financial condition as a result of the Mergers and related transactions with Qorvo; the possibility that expected benefits related to such transactions with Qorvo may not materialize as expected; such transactions with Qorvo being timely completed, if completed at all; regulatory approvals required for the Mergers and related transactions not being timely obtained, if obtained at all, or being obtained subject to conditions; Skyworks or Qorvo’s business experiencing disruptions as a result of the Mergers and related transactions or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; Skyworks and Qorvo being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all; the costs, fees, expenses and other charges related to the Mergers and related transactions with Qorvo, including with respect to any related litigation; reduced flexibility in operating Skyworks’ business as a result of the substantial amount of additional indebtedness Skyworks has incurred and expects to incur in connection with the Mergers and related transactions; delays in the deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices; the volatility of Skyworks’ stock price; changes in laws, regulations and/or policies that could adversely affect Skyworks’ operations and financial results, the economy and Skyworks’ customers’ demand for Skyworks’ products, or the financial markets and Skyworks’ ability to raise capital; fluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex and specialized manufacturing processes; Skyworks’ ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in a timely manner, transition Skyworks’ products to smaller geometry process technologies and achieve higher levels of design integration; the quality of Skyworks’ products and any defect remediation costs; Skyworks’ products’ ability to perform under stringent operating conditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including rare earth and similar minerals, supplier components, equipment and shipping and logistics services, including limits on Skyworks’ customers’ ability to obtain such services and materials; risks that Skyworks may not be able to optimize Skyworks’ manufacturing footprint and achieve any financial and operational benefits from such efforts, including reducing fixed costs or improving utilization rates, disruptions to Skyworks’ manufacturing processes, including relating to any relocation of Skyworks’ key facilities; Skyworks’ ability to successfully manage Skyworks’ senior management transitions; Skyworks’ ability to retain, recruit and hire key executives or the departure of any such executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement Skyworks’ business and product plans; the timing, rescheduling or cancellation of significant customer orders and Skyworks’ ability, as well as the ability of Skyworks’ customers, to manage inventory; other economic, social, military and geopolitical conditions in the countries in which Skyworks, Skyworks’ customers or Skyworks’ suppliers operate, including the conflicts in Ukraine, Iran and other regions in the Middle East, possible disruptions in transportation networks, and fluctuations in foreign currency exchange rates; the effects of global health crises on business conditions in Skyworks’ industry, including the risk of significant disruptions to Skyworks’ business operations, as well as negative impacts to Skyworks’ financial condition; Skyworks’ ability to prevent theft of Skyworks’ intellectual property, disclosure of confidential information or breaches of Skyworks’ information technology systems; uncertainties of litigation, including Skyworks’ ongoing securities litigation, potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights; Skyworks’ ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties; Skyworks’ ability to make certain investments and acquisitions, integrate companies Skyworks acquires and/or enter into strategic alliances; and other risks and uncertainties, including those detailed from time to time in Skyworks’ filings with the Securities and Exchange Commission.

 

 

 

 

The forward-looking statements contained in this report are made only as of the date hereof, and Skyworks undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Important Information About the Mergers and Where to Find It

 

In connection with the Mergers, Skyworks has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus for the shares of Skyworks common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy Statement/Prospectus”). Each of Skyworks and Qorvo may also file other relevant documents with the SEC regarding the Mergers. This report is not a substitute for the proxy statement/prospectus or registration statement or any other document that Skyworks or Qorvo may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS. Investors and security holders can obtain free copies of the registration statement and proxy statement/prospectus and other documents containing important information about Skyworks, Qorvo and the Mergers filed with the SEC through the website maintained by the SEC at www.sec.gov. 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.

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d)            Exhibits

 

Exhibit
Number
  Description
99.1   Registrant’s Press Release, dated September 1, 2026
     
104   Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

 

 

 

 

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.

 

September 2, 2026

 

  Skyworks Solutions, Inc.
   
  By: /s/ Philip Carter
    Name: Philip Carter
    Title: Senior Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

Media Relations:
Constance Griffiths
(949) 230-4867
Constance.Griffiths@skyworksinc.com
Investor Relations:
Raji Gill
(949) 508-0973
Raji.Gill@skyworksinc.com

 

Skyworks Announces Extension of Expiration Date of Exchange Offers for Qorvo’s Senior Notes due 2029 and 2031

 

IRVINE, Calif., September 1, 2026 – Skyworks Solutions, Inc. (Nasdaq: SWKS) (“Skyworks”), a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for numerous applications, today announced that it has extended the expiration date of its previously announced offers to holders of Qorvo Notes (as defined herein) to exchange (the “Exchange Offers”) any and all outstanding 4.375% Senior Notes due 2029 (the “2029 Qorvo Notes”) and any and all outstanding 3.375% Senior Notes due 2031 (the “2031 Qorvo Notes” and, together with the 2029 Qorvo Notes, the “Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) as set forth in the table below for (1) with respect to the 2029 Qorvo Notes, up to $850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029 (the “New 2029 Skyworks Notes”) issued by Skyworks and (2) with respect to the 2031 Qorvo Notes, up to $700,000,000 aggregate principal amount of new 3.375% Senior Notes due 2031 (together with the New 2029 Skyworks Notes, the “New Skyworks Notes”) issued by Skyworks.

 

Extension of Expiration Date

 

The Exchange Offers were previously scheduled to expire at 5:00 p.m., New York City time, on September 1, 2026. Skyworks has extended the expiration date to 5:00 p.m., New York City time, on September 11, 2026, unless the Exchange Offers are further extended or earlier terminated or otherwise amended (as it may be extended or otherwise amended, the “Expiration Date”). Skyworks is hopeful that the Mergers (as defined herein) will close within the calendar year (subject to satisfaction or waiver of all closing conditions) and is preparing to close as early as within the fiscal year. However, there can be no assurances that the closing will occur on this timeline. All other terms and conditions of the Exchange Offers as set forth in the Prospectus (as defined herein) remain in full force and effect.

 

 

 

 

Participation to Date

 

Global Bondholder Services Corporation, the information agent for the Exchange Offers, has advised Skyworks that as of 5:00 p.m., New York City time, on September 1, 2026, the last business day prior to the announcement of the extension of the Exchange Offers, the following respective principal amounts of each series of Qorvo Notes have been validly tendered and not validly withdrawn:

 

Title of Qorvo Notes /
CUSIP / ISIN No.
  Principal Amount
Outstanding
   Principal Amount
Tendered
   Percentage 
4.375% Senior Notes due 2029  

Registered:  

74736KAH4 /
US74736KAH41

144A:
74736KAG6 /
US74736KAG67

Regulation S:
U7471QAF1 /
USU7471QAF10
  $850,000,000   $767,518,000    90.30%
3.375% Senior Notes due 2031

144A:
74736KAJ0 /
US74736KAJ07

Regulation S:
U7471QAJ3 /
USU7471QAJ32
  $700,000,000   $653,022,000    93.29%

 

Holders of Qorvo Notes who have already validly tendered and not validly withdrawn their Qorvo Notes do not need to re-tender their notes or take any other action as a result of the extension of the Expiration Date, and their tenders remain effective. Holders of Qorvo Notes who have not yet validly tendered, or who validly tendered and validly withdrew, may tender or re-tender, as applicable, their Qorvo Notes at any time at or prior to the Expiration Date and will be eligible to receive the applicable consideration as described in the Prospectus, subject to the terms and conditions set forth in the Prospectus, including, subject to submitting a valid Early Participation VOI Number with respect to such tendered or re-tendered Qorvo Notes, the Early Participation Premium with respect to such Qorvo Notes.

 

Settlement Date

 

The settlement date (the “Settlement Date”) will be promptly after the Expiration Date and is expected to occur no earlier than the second business day after the closing date of the Mergers.

 

Additional Information

 

The Exchange Offers are being made pursuant to the terms and subject to the conditions set forth in Skyworks’ registration statement on Form S-4, which was declared effective on May 29, 2026, and the related final prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 29, 2026 (as it may be amended or supplemented from time to time, the “Prospectus”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Prospectus. Each Exchange Offer is conditioned upon the closing of the transactions pursuant to which Qorvo will merge with and into a subsidiary of Skyworks (the “Mergers”), with such subsidiary continuing as the surviving entity and a wholly-owned subsidiary of Skyworks, which condition may not be waived by Skyworks. The closing of the Mergers is not conditioned upon the results of the Exchange Offers.

 

2

 

 

Skyworks, in its sole discretion, may modify or terminate either Exchange Offer and may extend the Expiration Date and/or the Settlement Date with respect to either Exchange Offer, subject to applicable law. Any such modification, termination or extension by Skyworks with respect to an Exchange Offer will not automatically modify, terminate or extend the other Exchange Offer. The Exchange Offer with respect to a series of Qorvo Notes is not conditioned upon the consummation of the Exchange Offer with respect to the other series of Qorvo Notes.

 

The complete terms and conditions of the Exchange Offers are described in the Prospectus, a copy of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com. Questions regarding the terms and conditions of the Exchange Offers should be directed to the dealer manager, Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Collect: (212) 357-1452, Toll-Free: (800) 828-3182.

 

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to purchase or sell, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers are being made solely pursuant to the Prospectus and only to such persons and in such jurisdictions as is permitted under applicable law.

 

About Skyworks

 

Skyworks Solutions, Inc. is empowering the wireless networking revolution. Skyworks is a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet and wearables.

 

Skyworks is a global company with engineering, marketing, operations, sales and support facilities located throughout Asia, Europe and North America and is a member of the S&P 500® market index (Nasdaq: SWKS).

 

Safe Harbor Statement

 

This press release includes “forward-looking statements.” Forward-looking statements relate to future events, including, but not limited to, the Exchange Offers and the Mergers, as applicable. These forward-looking statements include information relating to future events, prospects, expectations and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue, as well as plans for dividend payments). Forward-looking statements can often be identified by words such as “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected and may affect Skyworks’ future operating results, financial position and cash flows.

 

3

 

 

These risks, uncertainties and other important factors include: the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., Skyworks’ ability to obtain foreign-sourced raw materials, including from Chinese-based sources, as well as Skyworks’ ability to sell products to certain specified foreign entities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor industry and the markets addressed by Skyworks’, and Skyworks’ customers’, products to economic cycles or changes in economic conditions, including inflation and recession that could result from trade war or trade protection measures; Skyworks’ reliance on a small number of key customers for a large percentage of Skyworks’ sales; decreased gross margins and loss of market share as a result of increased competition; Skyworks’ ability to obtain design wins from customers; Skyworks’ ability to convert design wins into revenue; market acceptance of Skyworks’ products and Skyworks’ customers’ products, including market acceptance of new, emerging technologies such as AI; the mix and volume of phone models sold by Skyworks’ largest customer; the potential impacts on Skyworks’ business, reputation, relationships, results of operations, cash flows and financial condition as a result of the Mergers and related transactions with Qorvo; the possibility that expected benefits related to such transactions with Qorvo may not materialize as expected; such transactions with Qorvo being timely completed, if completed at all; regulatory approvals required for the Mergers and related transactions not being timely obtained, if obtained at all, or being obtained subject to conditions; Skyworks or Qorvo’s business experiencing disruptions as a result of the Mergers and related transactions or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; Skyworks and Qorvo being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all; the costs, fees, expenses and other charges related to the Mergers and related transactions with Qorvo, including with respect to any related litigation; reduced flexibility in operating Skyworks’ business as a result of the substantial amount of additional indebtedness Skyworks has incurred and expects to incur in connection with the Mergers and related transactions; delays in the deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices; the volatility of Skyworks’ stock price; changes in laws, regulations and/or policies that could adversely affect Skyworks’ operations and financial results, the economy and Skyworks’ customers’ demand for Skyworks’ products, or the financial markets and Skyworks’ ability to raise capital; fluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex and specialized manufacturing processes; Skyworks’ ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in a timely manner, transition Skyworks’ products to smaller geometry process technologies and achieve higher levels of design integration; the quality of Skyworks’ products and any defect remediation costs; Skyworks’ products’ ability to perform under stringent operating conditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including rare earth and similar minerals, supplier components, equipment and shipping and logistics services, including limits on Skyworks’ customers’ ability to obtain such services and materials; risks that Skyworks may not be able to optimize Skyworks’ manufacturing footprint and achieve any financial and operational benefits from such efforts, including reducing fixed costs or improving utilization rates, disruptions to Skyworks’ manufacturing processes, including relating to any relocation of Skyworks’ key facilities; Skyworks’ ability to successfully manage Skyworks’ senior management transitions; Skyworks’ ability to retain, recruit and hire key executives or the departure of any such executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement Skyworks’ business and product plans; the timing, rescheduling or cancellation of significant customer orders and Skyworks’ ability, as well as the ability of Skyworks’ customers, to manage inventory; other economic, social, military and geopolitical conditions in the countries in which Skyworks, Skyworks’ customers or Skyworks’ suppliers operate, including the conflicts in Ukraine, Iran and other regions in the Middle East, possible disruptions in transportation networks, and fluctuations in foreign currency exchange rates; the effects of global health crises on business conditions in Skyworks’ industry, including the risk of significant disruptions to Skyworks’ business operations, as well as negative impacts to Skyworks’ financial condition; Skyworks’ ability to prevent theft of Skyworks’ intellectual property, disclosure of confidential information or breaches of Skyworks’ information technology systems; uncertainties of litigation, including Skyworks’ ongoing securities litigation, potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights; Skyworks’ ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties; Skyworks’ ability to make certain investments and acquisitions, integrate companies Skyworks acquires and/or enter into strategic alliances; and other risks and uncertainties, including those detailed from time to time in Skyworks’ filings with the Securities and Exchange Commission.

 

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The forward-looking statements contained in this press release are made only as of the date hereof, and Skyworks undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Note to Editors: Skyworks and the Skyworks symbol are trademarks or registered trademarks of Skyworks Solutions, Inc., or its subsidiaries in the United States and other countries. Third-party brands and names are for identification purposes only and are the property of their respective owners.

 

Additional Information about the Mergers and Where to Find It

 

In connection with the Mergers, Skyworks has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus for the shares of Skyworks common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy Statement/Prospectus”). Each of Skyworks and Qorvo may also file other relevant documents with the SEC regarding the Mergers. This communication is not a substitute for the proxy statement/prospectus or registration statement or any other document that Skyworks or Qorvo may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.

 

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Investors and security holders can obtain free copies of the Mergers Registration Statement and Proxy Statement/Prospectus and other documents containing important information about Skyworks, Qorvo and the Mergers filed with the SEC through the website maintained by the SEC at www.sec.gov. 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.

 

 

Investor Contacts

 

Raji Gill

Investor Relations

(949) 508-0973

Raji.Gill@skyworksinc.com

 

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Filing Exhibits & Attachments

4 documents