Skyworks, Qorvo to combine in cash, stock transaction to create $22B enterprise

Skyworks (SWKS) and Qorvo (QRVO) announced that they have entered into a definitive agreement to combine the two companies in a cash-and-stock transaction that values the combined enterprise at approximately $22B to create a U.S.-based, global leader in high-performance radio frequency, analog and mixed-signal semiconductors.The transaction is expected to deliver significant long-term value for customers, employees, and shareholders. Enhanced Scale and Financial Profile: With combined pro forma revenue of approximately $7.7B and Adjusted EBITDA of $2.1B, the combined company will be better positioned to compete against larger players – supported by a stronger, more balanced revenue base that enables more predictable performance, a more efficient cost structure and resilient cash generation through cycles. Stronger Innovation Pipeline: The combination creates an innovative global RF, analog and power technology company that can provide customers with more highly integrated, complete solutions, as well as a broad range of products and technologies. The combined company will bring together world-class engineering talent, including approximately 8,000 engineers and technical experts, and over 12,000 issued and pending patents, enabling faster development of advanced, system-level solutions and unlocking new design-win opportunities to meet growing customer demand. Creates $5.1B Mobile Business: The combination brings together complementary RF technologies and best-in-class products, expanding opportunities in Mobile while driving greater revenue stability. The broader portfolio will enhance our competitiveness across platforms, deepen customer integration and diversify our technology base – while strengthening our position to address rising RF complexity. Establishes $2.6B Diversified Broad Markets Platform: The transaction creates a $2.6B Broad Markets platform with a growing and profitable TAM across defense & aerospace, edge IoT, AI data center and automotive markets. These markets are characterized by attractive secular growth trends, long product life cycles and favorable gross margins. Advances Domestic Manufacturing Position and Improves Utilization: The combined company will strengthen its domestic production capacity and enhance its capital efficiency, supported by a robust network of supply chain partners to meet the needs of high-volume and highly specialized customers. Immediately and Meaningfully Accretive: The transaction is expected to be immediately and meaningfully accretive to non-GAAP EPS post-close, with $500 million or more of annual cost synergies within 24-36 months post-close when the companies are fully integrated. Under the terms of the agreement, Qorvo shareholders will receive $32.50 in cash and 0.960 of a Skyworks common share for each Qorvo share held at the close of the transaction, which implies a combined enterprise value of approximately $22B. Upon closing, Skyworks shareholders will own approximately 63 percent of the combined company, while Qorvo shareholders will own approximately 37 percent, on a fully-diluted basis. Phil Brace will serve as chief executive officer of the combined company; Bob Bruggeworth will join the Board of Directors of the combined company. The combined company’s Board of Directors will comprise 11 directors, eight from Skyworks and three from Qorvo. Skyworks plans to fund the cash portion of the transaction using a combination of cash on hand and additional financing. Skyworks has obtained debt financing commitments from Goldman Sachs Bank USA. The transaction is not subject to any financing conditions. The combined company’s net leverage at closing is expected to be approximately 1.0x last-twelve-month Adjusted EBITDA5. This favorable capital structure will allow for continued investments in the business to drive shareholder value. The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in early calendar year 2027, subject to the receipt of required regulatory approvals, approval of Skyworks shareholders and Qorvo shareholders and the satisfaction of other customary closing conditions. Starboard Value LP, an approximately 8 percent shareholder of Qorvo, has signed a voting agreement in support of the transaction.