What will Qorvo stockholders receive in the transaction?

Each outstanding share of Qorvo common stock (other than certain excluded shares, including those held by dissenting appraisal holders) will be converted into 0.960 shares of Skyworks common stock and $32.50 in cash, without interest, subject to applicable withholding taxes. Cash will be paid in lieu of fractional shares.

What ownership will each company's stockholders have after closing?

The exchange ratio is expected to result in Skyworks equityholders owning approximately 63% and Qorvo equityholders owning approximately 37% of the combined company on a pro forma basis.

What conditions must be met before the merger closes?

Closing requires adoption of the merger agreement by a majority of outstanding Qorvo shares, expiration or early termination of the HSR waiting period and approvals under certain other antitrust and foreign investment regimes, no prohibiting order or law, effectiveness of the registration statement for the Skyworks shares, approval of the share issuance by Skyworks stockholders, and other customary conditions. The parties anticipate closing early in calendar 2027.

How will the cash portion of the deal be financed, and is financing a condition?

Skyworks entered a debt commitment letter with Goldman Sachs Bank USA for up to $3,050,000,000 of senior unsecured bridge term loans to fund part of the cash consideration, related fees and expenses and, in certain circumstances, refinancing of certain Qorvo senior notes. Receipt of financing is not a condition to Skyworks' obligation to complete the mergers.

What fees apply if the merger agreement is terminated?

Either Skyworks or Qorvo may owe a termination fee of $298,692,098 under specified circumstances, such as accepting a superior proposal or a change in the other party's board recommendation. Skyworks alone may owe $100,000,000 under specified circumstances, including failure to obtain certain required regulatory approvals by the Outside Date, which is April 27, 2027, extendable in certain cases.

SWKS 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed October 28, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 27, 2025, Skyworks Solutions, Inc. entered into an Agreement and Plan of Merger with Qorvo, Inc. under which Qorvo will merge into a wholly owned Skyworks subsidiary in a two-step integrated transaction.

Qorvo stockholders will receive 0.960 shares of Skyworks common stock and $32.50^a in cash per Qorvo share, and Skyworks stockholders are expected to own approximately 63% of the combined company on a pro forma basis, with Qorvo holders owning approximately 37%. The companies describe a combined enterprise value of approximately $22 billion, pro forma revenue of approximately $7.7 billion and Adjusted EBITDA of approximately $2.1 billion (LTM as of June 30, 2025), and expect $500 million or more of annual cost synergies within 24-36 months after closing. Closing is subject to Qorvo stockholder adoption, Skyworks stockholder approval of the share issuance, antitrust and foreign investment approvals, and other customary conditions, with the parties anticipating closing early in calendar 2027.

Goldman Sachs Bank USA has committed up to $3.05 billion^b of senior unsecured bridge term loans to help fund the cash portion of the consideration; receipt of financing is not a condition to closing. The merger agreement provides for a $298,692,098 termination fee payable by either party in specified circumstances, and a $100,000,000 fee payable by Skyworks in certain antitrust or foreign investment scenarios. Starboard Value-affiliated Qorvo holders, collectively about 8% of Qorvo's shares, entered a voting and support agreement in favor of the transaction.

02—Key points

Key Highlights

Merger terms: each Qorvo share converts into 0.960 Skyworks common shares plus $32.50 in cash, with the exchange ratio and cash amount both disclosed in the filing.
Pro forma ownership: Skyworks equityholders expected to own approximately 63% and Qorvo equityholders approximately 37% of the combined company.
Combined scale: approximately $22 billion combined enterprise value, $7.7 billion revenue and $2.1 billion Adjusted EBITDA (LTM as of June 30, 2025).
Synergy target: $500 million or more of annual cost synergies expected within 24-36 months post-close, per the press release.
Financing: Goldman Sachs Bank USA committed up to $3,050,000,000 in senior unsecured bridge term loans; financing is not a closing condition.
Termination fees: $298,692,098 mutual fee in specified circumstances, plus a $100,000,000 fee payable by Skyworks in certain regulatory scenarios.
Governance and timing: an 11-member combined board (seven Skyworks designees, three Qorvo designees, plus the Skyworks CEO); closing expected early in calendar 2027.

03—Questions

Frequently Asked Questions

What will Qorvo stockholders receive in the transaction?
Each outstanding share of Qorvo common stock (other than certain excluded shares, including those held by dissenting appraisal holders) will be converted into 0.960 shares of Skyworks common stock and $32.50 in cash, without interest, subject to applicable withholding taxes. Cash will be paid in lieu of fractional shares.
What ownership will each company's stockholders have after closing?
The exchange ratio is expected to result in Skyworks equityholders owning approximately 63% and Qorvo equityholders owning approximately 37% of the combined company on a pro forma basis.
What conditions must be met before the merger closes?
Closing requires adoption of the merger agreement by a majority of outstanding Qorvo shares, expiration or early termination of the HSR waiting period and approvals under certain other antitrust and foreign investment regimes, no prohibiting order or law, effectiveness of the registration statement for the Skyworks shares, approval of the share issuance by Skyworks stockholders, and other customary conditions. The parties anticipate closing early in calendar 2027.
How will the cash portion of the deal be financed, and is financing a condition?
Skyworks entered a debt commitment letter with Goldman Sachs Bank USA for up to $3,050,000,000 of senior unsecured bridge term loans to fund part of the cash consideration, related fees and expenses and, in certain circumstances, refinancing of certain Qorvo senior notes. Receipt of financing is not a condition to Skyworks' obligation to complete the mergers.
What fees apply if the merger agreement is terminated?
Either Skyworks or Qorvo may owe a termination fee of $298,692,098 under specified circumstances, such as accepting a superior proposal or a change in the other party's board recommendation. Skyworks alone may owe $100,000,000 under specified circumstances, including failure to obtain certain required regulatory approvals by the Outside Date, which is April 27, 2027, extendable in certain cases.

04—Continue

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