Qorvo (NasdaqGS:QRVO) M&A Announcement October 28, 2025 08:00 AM ET Speaker0Good day and welcome to the Skyworks Investor Update Conference Call. At this time, all participants are in a listen only mode. After the speakers' presentation, there will be a question and answer session. Instructions will be given at that time. As a reminder, this call may be recorded.I will now turn the call over to Roger Gill, Vice President of Investor Relations and Corporate Strategy. Please go ahead.Speaker1Thank you, operat ...

Market Overview - The market is positioning for a bullish trend in the S&P 500 and NASDAQ 100, driven by upcoming earnings from major tech companies [2][3] - The Federal Reserve meeting is anticipated to announce rate cuts and potentially halt quantitative tightening, which could benefit the financial sector [3] - Volatility is low, with the VIX below 16, indicating a less than 1% expected move in the S&P 500, suggesting bullish sentiment [4][5] Company Earnings UPS - UPS reported revenue of $21.4 billion, exceeding street expectations of $20.3 billion to $20.8 billion, with adjusted earnings per share at $1.74, surpassing the expected $1.30 [10][11] - The company raised its guidance, expecting holiday season volumes to double from November to January, benefiting from cost-cutting measures [12][13] - Domestic revenue declined by 2.6% year-over-year, while international revenue increased by 5.9% [13][15] United Healthcare (UNH) - UNH's adjusted earnings per share came in at $2.92, beating expectations of $2.79, with a medical loss ratio of 89.9% [17][18] - The company adjusted its 2025 earnings per share estimate upward to exceed $16.25, above the previous estimate and street expectations [19][20] - Concerns remain regarding federal probes into Medicare and Medicaid payments, which could impact future performance [21][22] Mergers and Acquisitions - A merger between Skyworks Solutions and Corvo is valued at approximately $22 billion, structured as a cash and stock deal [24][25] - Corvo shareholders will receive $32.50 in cash and 0.96 shares of Skyworks, resulting in Skyworks holding 63% of the new entity [25][26] - The merger aims to enhance competitiveness in the RF chip market, although there are concerns about potential monopolistic implications and competition from Apple's in-house chip production [26][28]

Core Viewpoint - The merger between Skyworks Solutions and Qorvo aims to create a leading supplier of smartphone radio-frequency chips, responding to competitive pressures from Apple, which is developing its own modem chips [1][2]. Company Overview - Skyworks and Qorvo will combine to form a company with annual revenue of $7.7 billion and adjusted earnings of $2.1 billion, with the mobile phone segment expected to generate $5.1 billion in sales [1][2]. Merger Details - Qorvo shareholders will receive $32.50 in cash and 0.96 of a Skyworks share for each share held, valuing the combined company at $22 billion [2]. - Post-merger, Skyworks investors will own approximately 63% of the new entity, while Qorvo shareholders will hold the remaining 37% on a fully diluted basis [2]. Leadership Structure - Phil Brace, the CEO of Skyworks, will lead the combined company, while Qorvo's CEO Bob Bruggeworth will join the board of directors [3]. Market Reaction - Following the announcement, Skyworks stock increased by over 12% to $85.23, and Qorvo stock rose by more than 11% to $102.75 in premarket trading [4]. Strategic Rationale - The merger is expected to enhance the companies' ability to meet growing customer demand across mobile and diversified Broad Markets, including defense, aerospace, IoT, AI data centers, and automotive sectors [5]. Timeline - The merger is anticipated to close in early 2027, subject to regulatory and shareholder approvals [6].

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Qorvo, Inc. to Skyworks Solutions, Inc. for $32.50 in cash and 0.960 of a Skyworks common share for each Qorvo share, raising concerns about whether Qorvo shareholders are receiving adequate value [1][3]. Investigation Details - The investigation focuses on potential violations of federal securities laws and breaches of fiduciary duties by Qorvo and its board, specifically regarding: 1. The failure to obtain the best possible consideration for shareholders [3]. 2. The possibility that Skyworks is underpaying for Qorvo [3]. 3. The lack of disclosure of all material information necessary for shareholders to assess the merger [3]. Legal Actions - Halper Sadeh LLC may seek increased consideration for Qorvo shareholders, additional disclosures, and other forms of relief related to the proposed transaction [4].

U.S.-Based Leader in High-Performance RF, Analog and Mixed-Signal Solutions Two Proven Teams | One Stronger Future Today's Presenters Phil Brace Chief Executive Officer and President, Skyworks Bob Bruggeworth Chief Executive Officer and President, Qorvo Two Proven Teams | One Stronger Future 2 United in Purpose Built for What's Next Note: Figures reflect LTM as of June 30, 2025. $22B Combined Ent. Value1 $7.7B Revenue $2.6B Broad Markets Revenue2 $2.1B Adj. EBITDA (excl. Synergies)5 $1.5B R&D3 $500M or more ...

Skyworks Solutions (NASDAQ:SWKS), which supplies radio frequency chips to Apple (AAPL) and other smartphone makers, has agreed to buy Qorvo (NASDAQ:QRVO) in a cash-and-stock transaction that values the combined enterprise at around $22 billion. The boards of both companies have ...

Group 1: Market Movements - Dow futures decreased by 0.01%, S&P 500 futures fell by 0.03%, while Nasdaq futures increased by 0.02% [1] Group 2: Precious Metals - Spot gold fell below $3,900 per ounce for the first time since October 6, dropping over 2% in a day, currently reported at $3,893 per ounce. Analysts from Metals Focus indicated that ongoing economic uncertainty remains the primary support for gold prices [2] Group 3: Energy Sector - NextEra and Google announced a milestone agreement to restart the Duane Arnold Energy Center in Iowa, the state's only nuclear facility, with a planned full operation resumption in Q1 2029, pending regulatory approval [3] Group 4: Banking Sector - HSBC Holdings saw a nearly 3% increase in pre-market trading after raising its full-year net interest income forecast for banking operations to $43 billion or higher, reflecting increased confidence in recent policy interest rate trends in key markets [4] Group 5: Technology Sector - Qorvo's stock rose over 10% following reports that Apple supplier Skyworks is in talks to acquire the company for $8 billion [5] - Qualcomm announced the launch of AI chips, the AI200 and AI250, aiming to challenge Nvidia, and plans to release a new computing chip annually, following the product release cadence of Nvidia and AMD [6] Group 6: Employment Trends - Amazon is expected to initiate a large-scale layoff plan affecting approximately 30,000 positions, which represents nearly 10% of its workforce, with notifications to employees anticipated on October 28 [7] Group 7: Market Sentiment - ARK Invest CEO Cathie Wood expressed that she does not believe there is a bubble in the AI market, asserting that the valuations of large tech companies remain meaningful in the long term, while also emphasizing the need for a "reality check" on AI valuations [8]

Core Insights - The two companies specialize in high-performance radio frequency, analog, and mixed-signal semiconductors [1] Company Overview - The companies are involved in the production of semiconductors that are essential for various electronic applications [1]

Group 1 - Apple suppliers Skyworks Solutions and Qorvo are merging in a cash-and-stock deal [1] - The merger values the combined company at approximately $22 billion [1]

Core Viewpoint - Skyworks and Qorvo have announced a definitive agreement to merge in a cash-and-stock transaction valued at approximately $22 billion, aiming to create a global leader in high-performance RF, analog, and mixed-signal semiconductors [2][3]. Strategic Rationale and Transaction Highlights - The merger is expected to deliver significant long-term value for customers, employees, and shareholders [4]. - The combined company will have a pro forma revenue of approximately $7.7 billion and Adjusted EBITDA of $2.1 billion, enhancing its competitive position against larger players [5][6]. - The transaction will create a $5.1 billion mobile business and a $2.6 billion diversified Broad Markets platform, addressing rising RF complexity and expanding into sectors like defense, aerospace, edge IoT, AI data centers, and automotive [5][6]. Leadership and Governance - Phil Brace will serve as the CEO of the combined company, while Bob Bruggeworth will join the Board of Directors [8]. - Skyworks shareholders will own approximately 63% of the combined entity, and Qorvo shareholders will own about 37% on a fully diluted basis [8]. Financial Structure and Funding - Skyworks plans to fund the cash portion of the transaction through a combination of cash on hand and additional financing, with commitments from Goldman Sachs Bank USA [9]. - The combined company's net leverage at closing is expected to be approximately 1.0x last-twelve-month Adjusted EBITDA, allowing for continued investments in the business [9]. Timing and Approvals - The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in early calendar year 2027, pending regulatory approvals and shareholder consent [10]. Innovation and Engineering - The merger will combine the engineering capabilities of both companies, bringing together approximately 8,000 engineers and over 12,000 issued and pending patents, which will enhance the innovation pipeline [6][15].