Qorvo Holders Get $32.50 Cash Plus 0.960 Skyworks Share As Merger Closes, 8-K Says
Former Qorvo holders will own about 37% of the combined company, and Skyworks expects $500 million or more in annualized savings.
Skyworks finished its merger with Qorvo on Monday, an 8-K filing shows, paying each Qorvo shareholder $32.50 in cash and 0.960 of a Skyworks share per Qorvo share. Former Qorvo holders will own about 37% of the combined company and legacy Skyworks holders about 63%, on a fully diluted basis, the company said.
What the 8-K says
The deal was done in two steps. A Skyworks subsidiary merged into Qorvo, then Qorvo merged into a second Skyworks subsidiary, which survives as a wholly owned unit. The merger agreement is dated October 27, 2025.
The cash piece was paid for with debt. On August 10, Skyworks issued $800 million of 5.000% notes due 2028, $600 million of 5.750% notes due 2032 and $600 million of 6.250% notes due 2036, and the filing says the net proceeds financed the cash consideration.
Unvested Qorvo restricted stock units were converted into Skyworks units on the same terms, except that performance-based vesting conditions no longer apply. If a holder is fired without cause or quits for good reason within 18 months of closing, those awards vest in full.
Skyworks said on September 30 it had received all necessary regulatory clearances, which set up Monday's close.
What it changes
Skyworks expects $500 million or more in annualized cost savings within 24 to 36 months of closing, plus immediate gains to adjusted earnings per share. The company says the combination more than doubles its addressable market. It says the combined company has about 8,000 engineers and more than 12,000 issued and pending patents.
The board now has 11 seats: CEO Philip G. Brace, seven Skyworks designees and three from Qorvo. The Qorvo directors are Robert A. Bruggeworth, Richard L. Clemmer and Christopher R. Koopmans. Each gets restricted stock units worth about $230,000 at grant, prorated to the next annual meeting.
Director Kevin L. Beebe resigned, and the filing says it was not over any disagreement. General Counsel Robert Terry also left; his last day is October 5, and he gets severance as for a termination without cause. The 8-K names Qorvo's Jason K. Givens as his replacement.
What to watch
Skyworks will amend the 8-K to name committee assignments for the Qorvo directors, within four business days of their being set. It will give financial guidance on its fiscal fourth-quarter earnings call on Nov. 3.
The Nov. 3 call is the first scheduled point where Skyworks says it will put numbers on the combined company.
Sources
- 8-K Filing — SKYWORKS SOLUTIONS, INC. (SWKS) — SEC EDGAR
- Exhibit tm2626934d1_ex99-1.htm — SKYWORKS SOLUTIONS, INC. 8-K exhibit — SEC EDGAR
- Skyworks Receives All Necessary Clearances for Proposed — globenewswire.com
