Core Viewpoint - The merger between Skyworks and Qorvo aims to create a leading global high-performance RF, analog, and mixed-signal semiconductor company, with a combined valuation of approximately $22 billion [1][3]. Strategic Basis and Transaction Highlights - The transaction is expected to deliver significant long-term value for customers, employees, and shareholders [2]. Transaction Details - Qorvo shareholders will receive $32.50 in cash and 0.960 shares of Skyworks common stock for each share held, leading to a combined enterprise value of about $22 billion [3]. Enhanced Scale and Financial Position - The merged company is projected to have total revenues of approximately $7.7 billion and adjusted EBITDA of $2.1 billion, enhancing its competitive ability against larger firms [4]. - The merger will create a more predictable performance and a more efficient cost structure, resulting in resilient cash generation [4]. Stronger Innovation Capability - The merger will form an innovative global RF, analog, and power technology company, combining around 8,000 engineers and over 12,000 patents to accelerate the development of advanced system-level solutions [4]. Creation of a $5.1 Billion Mobile Business - The merger will integrate complementary RF technologies and products, expanding opportunities in the mobile sector and enhancing revenue stability [4]. Establishment of a $2.6 Billion Diversified Market Platform - The transaction will create a diversified market platform valued at $2.6 billion, targeting sectors like defense, aerospace, edge IoT, AI data centers, and automotive, characterized by strong long-term growth trends [4]. Enhancement of Domestic Manufacturing Position - The merged entity will strengthen its domestic manufacturing capabilities and improve capital efficiency, supported by a robust supply chain network [4]. Immediate and Significant Value Addition - The transaction is expected to immediately and significantly increase non-GAAP earnings per share and generate $500 million or more in annual cost synergies within 24-36 months post-integration [4]. Shareholding Structure and Leadership - Post-merger, Skyworks shareholders will own approximately 63% of the combined company, while Qorvo shareholders will hold about 37% [5]. - Phil Brace will serve as CEO of the merged company, with Bob Bruggeworth joining the board [5]. Financing and Leverage - Skyworks plans to finance the cash portion of the transaction through existing cash and additional financing, with commitments from Goldman Sachs and Bank of America [5]. - The expected net leverage ratio at closing will be approximately 1.0 times adjusted EBITDA, supporting ongoing business investments [5]. Timeline and Approval - The boards of both companies have unanimously approved the transaction, which is expected to close in early 2027, pending regulatory and shareholder approvals [6].