Qorvo (QRVO) Proxy Filing summary

Executive summary

• The boards of two semiconductor companies unanimously approved a merger agreement, creating a combined entity with an estimated $7.7 billion in pro forma revenue and $2.1 billion in adjusted EBITDA, excluding synergies, and targeting $500 million or more in annualized cost synergies within 24–36 months post-closing.

• The transaction involves a two-step merger, with Qorvo shareholders receiving 0.960 shares of Skyworks common stock and $32.50 in cash per Qorvo share, resulting in Skyworks shareholders owning approximately 63% and Qorvo shareholders 37% of the combined company.

• The merger consideration represents a premium to Qorvo’s pre-announcement share price, and the exchange ratio is fixed, with the value of the consideration fluctuating with Skyworks’ stock price until closing.

• The merger is expected to close in early 2027, subject to regulatory approvals, shareholder votes, and other customary closing conditions.

Voting matters and shareholder proposals

• Skyworks shareholders will vote on the issuance of new shares and the potential adjournment of their special meeting; Qorvo shareholders will vote on the merger agreement, a non-binding advisory vote on executive compensation, and the potential adjournment of their special meeting.

• Both boards unanimously recommend voting in favor of all proposals.

• Approval thresholds: Skyworks requires a majority of shares present; Qorvo requires a majority of outstanding shares.

• A voting and support agreement with Starboard Value LP, holding about 8% of Qorvo shares, commits those shares to support the merger.

Board of directors and corporate governance

• The combined board will have 11 directors: 7 designated by Skyworks, 3 by Qorvo (including Qorvo’s CEO), and Skyworks’ CEO as a continuing director.

• The combined company will be led by Skyworks’ current CEO, with Qorvo’s CEO joining the board.

• Both companies’ boards are majority independent, and director independence is reviewed annually.