Globenewswire·2025-10-28 11:01Core 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].