Qorvo Holders Get 0.960 Skyworks Shares Plus $32.50 Cash As Deal Closes And Nasdaq Listing Ends
Qorvo's board resigned and trading halted before Monday's open as the company became a wholly owned Skyworks subsidiary.
Skyworks completed its purchase of Qorvo on Monday, and each Qorvo share was converted into 0.960 Skyworks shares plus $32.50 in cash, according to an 8-K filed that day. Qorvo no longer exists as an independent, publicly listed company.
What the 8-K says
The deal closed as two mergers in one integrated transaction. In the first, a Skyworks merger subsidiary folded into Qorvo. Immediately after, Qorvo merged into a second Skyworks subsidiary, which renamed itself Qorvo Technologies, LLC. Qorvo itself ceased to exist.
Qorvo asked Nasdaq to halt trading before the open on Monday, and trading stopped. It also asked Nasdaq to file a Form 25, the notice that removes a stock from listing. Nasdaq is expected to file it Monday. Qorvo then intends to file a Form 15 to end its SEC reporting obligations.
Qorvo's directors all resigned at closing. Managers and officers of the surviving company came from the Skyworks merger subsidiary, plus one Qorvo employee.
The filing also says Qorvo ended its April 2024 credit agreement with Bank of America as administrative agent. Fees due were paid in full, and no borrowings were outstanding.
What it changes for holders and employees
Qorvo holders ceased to have any rights as stockholders other than the right to receive the merger consideration. No fractional Skyworks shares were issued; holders get cash instead. Qorvo closed at $114.17 at Friday's close, before the filing came out Monday morning (market data).
Employee equity was split. Restricted stock units that were already vested, that vested automatically on closing, or that were held by non-employee directors were cancelled for the merger consideration plus any unpaid dividend equivalents. The rest became Skyworks units on the same terms, minus performance-based vesting conditions.
Those converted units vest in full if Skyworks, the surviving company or an affiliate fires the holder without cause, or the holder leaves for good reason, within 18 months of closing.
The next filings to watch are Nasdaq's Form 25 and Qorvo's Form 15, which would finish its delisting and end its SEC reporting.
Sources
- 8-K Filing — Qorvo, Inc. (QRVO) — SEC EDGAR
- Exhibit dp254466_ex3001.htm — Qorvo, Inc. 8-K exhibit — SEC EDGAR
