Just now, Skyworks, a leading global high-performance analog and mixed signal semiconductor company, and Qorvo, a leading global provider of connectivity and power solutions, announced that they have reached a final agreement to merge the two companies in cash and stock transactions, with a combined valuation of approximately $22 billion, to create a globally leading high-performance RF, analog, and mixed signal semiconductor company headquartered in the United States.
Skyworks CEO and President Phil Brace said, "This merger is an important milestone for both our industry and Skyworks. The combination of Skyworks and Qorvo's complementary product portfolio, along with a world-class engineering team, will enhance our ability to meet the growing customer demands in the mobile and diversified markets. With stronger scale, a more diverse customer base, and operational synergies, we can bring superior innovation to our customers and create sustainable value for shareholders. ”
Qorvo CEO and President Bob Bruggeworth said, "Qorvo and Skyworks share a common culture of innovation and are committed to solving our customers' most complex challenges. By partnering with Skyworks, we can accelerate innovation and provide broader and more comprehensive solutions in numerous growth areas. We are pleased to leverage the combined strengths of our teams, products, and technology combinations to strengthen our capabilities in the mobile field and significantly expand our influence in industries such as defense and aerospace, edge IoT, artificial intelligence data centers, automotive, and others driven by long-term growth trends. ”
Strategic basis and transaction highlights
It is expected that this transaction will bring significant long-term value to customers, employees, and shareholders.
Enhanced scale and financial condition: The combined company is expected to have a total revenue of approximately $7.7 billion and adjusted EBITDA of $2.1 billion. The combined company will be more capable of competing with larger companies - thanks to a stronger and more balanced revenue base, resulting in more predictable performance, more efficient cost structure, and flexible cash generation over the cycle. Stronger innovation capability: This merger will create an innovative global RF, analog, and power technology company, providing customers with more integrated complete solutions and a wide range of products and technologies. The merged company will bring together world-class engineering talent, including approximately 8000 engineers and technical experts, as well as over 12000 authorized and pending patents, enabling accelerated development of advanced system level solutions and unlocking new Design Win opportunities to meet growing customer demands. Create $5.1 billion mobile business: This merger will integrate complementary RF technologies and top-notch products, expand opportunities for mobile business, and enhance revenue stability. A broader product portfolio will enhance our cross platform competitiveness, deepen customer integration, and enrich our technological foundation, while consolidating our advantages in dealing with increasingly complex RF businesses. Establishing a diversified broad market platform worth $2.6 billion: This transaction will create a broad market platform worth $2.6 billion, with a continuously growing potential market size (TAM) and strong profitability, covering the defense and aerospace, edge IoT, artificial intelligence data centers, and automotive markets. The characteristics of these markets are good long-term growth trends, long product lifecycles, and good gross profit margins. Enhancing the domestic manufacturing status and utilization rate in the United States: The merged company will strengthen its domestic production capacity and improve its capital efficiency, and provide support through a strong supply chain partner network to meet the needs of large quantities and highly specialized customers. Immediate and Significant Value Added: It is expected that this transaction will immediately and significantly increase non GAAP earnings per share upon completion of the transaction, and generate $500 million or more in annual cost synergies within 24-36 months after the full integration of the two companies.
Transaction Details
According to the terms of the agreement, at the end of the transaction, Qorvo shareholders will receive $32.50 in cash and 0.960 shares of Skyworks common stock for each share of Qorvo stock they hold, which means the combined enterprise value is approximately $22 billion.
After the transaction is completed, Skyworks shareholders will hold approximately 63% of the merged company's shares, while Qorvo shareholders will hold approximately 37% of the merged company's shares (calculated on a fully diluted basis). Phil Brace will serve as the CEO of the merged company; Bob Bruggeworth will join the board of directors of the merged company. The board of directors of the merged company will consist of 11 directors, including 8 from Skyworks and 3 from Qorvo.
Skyworks plans to pay for the cash portion of the transaction through existing cash and additional financing. Skyworks has received a debt financing commitment from Goldman Sachs Bank of America. This transaction does not come with any financing conditions. It is expected that the net leverage ratio of the merged company at the end of the transaction will be approximately 1.0 times its adjusted earnings before interest, tax, depreciation, and amortization (EBITDA) for the past 12 months. This favorable capital structure will help the company continue to invest in its business, thereby enhancing shareholder value.
Time and Approval
The boards of directors of both companies have unanimously approved the transaction, which is expected to be completed in early 2027, subject to obtaining necessary regulatory approvals, approvals from Skyworks shareholders and Qorvo shareholders, and meeting other customary closing conditions. Starboard Value LP, which holds approximately 8% of Qorvo's shares, has signed a voting agreement to support the transaction.
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