Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2011
Skyworks Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-5560 | 04-2302115 | ||
| (State or Other Jurisdiction of | (Commission | (IRS Employer | ||
| Incorporation) | File Number) | Identification No.) |
| 20 Sylvan Road, Woburn, MA | 01801 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 376-3000
Not applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 1.01. Entry into a Material Definitive Agreement | ||||||||
| Item 8.01 Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 | ||||||||
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On May 26, 2011, Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), PowerCo
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Skyworks (“Merger Sub”)
and Advanced Analogic Technologies Incorporated (“AATI”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which Merger Sub will, subject to the satisfaction or
waiver of the conditions therein, merge with and into AATI, and AATI will be the successor or
surviving corporation of the merger and will become a wholly owned subsidiary of Skyworks (the
“Merger”). The Board of Directors of Skyworks (the “Board”) has unanimously approved the Merger and
the Merger Agreement.
Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, at the
effective time of the Merger (the “Effective Time”), each share of common stock of AATI issued and
outstanding immediately prior to the Effective Time will be converted into the right to receive an
aggregate of $6.13 per share, payable in an initial combination of $3.68 in cash and 0.08725 of a
share of Skyworks common stock. The cash amount is subject to adjustment depending upon whether the
last sale price value of a share of Skyworks common stock for the five full trading days
ending on the trading day immediately prior to the date on which the Effective Time occurs (the “Average Price”) is greater than or less than $2.45.
If the Average Price is less than $21.00, then Skyworks has the right to pay the entire $6.13 in cash so that there would be no Skyworks common stock.
The shares of
Skyworks common stock issuable in the transaction will be registered pursuant to a registration
statement on Form S-4 and the shares of Skyworks common stock issuable upon exercise of assumed
AATI stock options will be registered pursuant to a registration statement on Form S-8.
The completion of the Merger is subject to the satisfaction or waiver of customary conditions,
including, among other things, obtaining the approval of AATI’s stockholders, receiving any
applicable governmental and regulatory approvals, and the absence of any development having (or
reasonably likely to have) a “material adverse effect” on AATI. Skyworks and AATI have made
certain customary representations and warranties to each other in the Merger Agreement, including
representations and warranties made by AATI related to capitalization, the absence of undisclosed
liabilities and other changes, intellectual property, accuracy and completeness of SEC filings and
financial statements, absence of litigation, and employee benefits and matters.
The Merger Agreement also gives Skyworks and AATI the right to terminate the Merger Agreement
under certain circumstances, including in the event of certain uncured breaches of representations
and warranties or covenants by the other party and in the event that the Closing does not occur
prior to December 31, 2011. Pursuant to the Merger Agreement, AATI has agreed to certain
restrictions on the operation of its business between the date of the Merger Agreement and the
Effective Time, and AATI and Skyworks have entered into covenants on customary matters, including
obtaining the requisite approval of AATI’s stockholders, making required regulatory filings,
employee benefits after the Closing, and other matters. A copy of the Merger Agreement has been
filed by AATI and will be filed with the registration statement on Form S-4 required to be filed by
Skyworks.
Stockholder Agreement
In connection with the Merger Agreement, Skyworks has entered into a stockholder agreement
(the “Stockholder Agreement”), dated as of May 26, 2011, with certain of AATI’s officers and
directors (each a “Stockholder” and collectively, the “Stockholders”) pursuant to which, among
other things, each Stockholder has agreed to vote all shares of AATI common stock beneficially
owned by such Stockholder (the “Covered Shares”) in favor of adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger Agreement and against
any other acquisition proposal or
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alternative acquisition agreement made in opposition to the consummation of the Merger and the
transactions contemplated by the Merger Agreement.
Non-Competition Agreement
In connection with the Merger Agreement, Skyworks has entered into a non-competition,
non-solicitation and confidentiality agreement, dated as of May 26, 2011, with Richard K. Williams,
the President, Chief Executive Officer and Chief Technology Officer of AATI (the “Non-Competition
Agreement”), pursuant to which, among other things, Mr. Williams has agreed, for a period of 24
months and subject to certain exceptions, not to engage, without the express prior written consent
of Skyworks, in any business or activity that is in competition with AATI’s business of developing,
designing, manufacturing, licensing, marketing, selling and distributing power management
semiconductors and related software.
Item 8.01 Other Events.
On May 26, 2011, Skyworks and AATI issued a joint press release announcing the execution of
the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
| (d) | See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference. |
| Exhibit No. | Description | |
99.1
|
Press Release dated May 26, 2011 |
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Safe Harbor Statement
This Current Report on Form 8-K includes “forward-looking statements” intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include without limitation information relating to future results and
expectations of Skyworks (including without limitation certain projections and business trends).
Forward-looking statements can often be identified by words such as “anticipates,” “expects,”
“forecasts,” “intends,” “believes,” “plans,” “may,” “will,” or “continue,” and similar expressions
and variations or negatives of these words. All such statements are subject to certain risks,
uncertainties and other important factors that could cause actual results to differ materially and
adversely from those projected, and may affect our future operating results, financial position and
cash flows.
These risks, uncertainties and other important factors include, but are not limited to:
whether we are able to satisfy the closing conditions and close our acquisition of AATI; whether we
are able to successfully integrate AATI’s operations; uncertainty regarding global economic and
financial market conditions; the susceptibility of the wireless semiconductor industry and the
markets addressed by our, and our customers’, products to economic downturns; the timing,
rescheduling or cancellation of significant customer orders and our ability, as well as the ability
of our customers, to manage inventory; losses or curtailments of purchases or payments from key
customers, or the timing of customer inventory adjustments; the availability and pricing of third
party semiconductor foundry, assembly and test capacity, raw materials and supplier components;
changes in laws, regulations and/or policies in the United States that could adversely affect
financial markets and our ability to raise capital; our ability to develop, manufacture and market
innovative products in a highly price competitive and rapidly changing technological environment;
economic, social and political conditions in the countries in which we, our customers or our
suppliers operate, including security and health risks, possible disruptions in transportation
networks and fluctuations in foreign currency exchange rates; fluctuations in our manufacturing
yields due to our complex and specialized manufacturing processes; delays or disruptions in
production due to equipment maintenance, repairs and/or upgrades; our reliance on several key
customers for a large percentage of our sales; fluctuations in the manufacturing yields of our
third party semiconductor foundries and other problems or delays in the fabrication, assembly,
testing or delivery of our products; our ability to timely and accurately predict market
requirements and evolving industry standards, and to identify opportunities in new markets;
uncertainties of litigation, including potential disputes over intellectual property infringement
and rights, as well as payments related to the licensing and/or sale of such rights; our ability to
rapidly develop new products and avoid product obsolescence; our ability to retain, recruit and
hire key executives, technical personnel and other employees in the positions and numbers, with the
experience and capabilities, and at the compensation levels needed to implement our business and
product plans; lengthy product development cycles that impact the timing of new product
introductions; unfavorable changes in product mix; the quality of our products and any remediation
costs; shorter than expected product life cycles; problems or delays that we may face in shifting
our products to smaller geometry process technologies and in achieving higher levels of design
integration; and our ability to continue to grow and maintain an intellectual property portfolio
and obtain needed licenses from third parties, as well as other risks and uncertainties, including
but not limited to those detailed from time to time in our filings with the Securities and Exchange
Commission.
These forward-looking statements are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information about the Transaction and Where to Find It
Skyworks plans to file with the Securities and Exchange Commission (“SEC”) Registration
Statements on Form S-4 and S-8 in connection with the transaction and AATI plans to file with the
SEC
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and mail to its stockholders a Proxy Statement/Prospectus in connection with the transaction.
The Registration Statements and the Proxy Statement/Prospectus will contain important information
about Skyworks, AATI, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE
AVAILABLE.
Investors and security holders will be able to obtain free copies of the Registration
Statements and the Proxy Statement/Prospectus and other documents filed with the SEC by Skyworks
and AATI through the website maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the
Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks’
Investor Relations at (949) 231-4700, or by accessing Skyworks’ investor relations website at
http://www.skyworksinc.com; or from AATI by contacting AATI’s Investor Relations at The Blueshirt
Group, Lisa Laukkanen, at (415) 217-4967 or by accessing AATI’s investor relations website at
http://www.analogictech.com.
Participants in the Solicitation
Skyworks and AATI, and their respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the transactions contemplated by the
merger agreement. Information about the directors and executive officers of Skyworks and AATI are
set forth in Skyworks’ and AATI’s most recent Form 10-K/A, which were filed with the SEC on January
31, 2011 and May 2, 2011, respectively, as well as Skyworks’ proxy statement dated, and filed with
the SEC on, April 7, 2011. Investors may obtain additional information regarding the interest of
Skyworks and its directors and officers, and AATI and its directors and executive officers in the
proposed transaction, by reading the Registration Statements and Proxy Statement/Prospectus
regarding the transaction when it becomes available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SKYWORKS SOLUTIONS, INC. | ||||
Date: June 2, 2011
|
/s/ Donald W. Palette
|
|||
| Vice President and Chief Financial Officer |
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Exhibit 99.1
Skyworks Media Relations:
|
Skyworks Investor Relations: | |
Pilar Barrigas
|
Stephen Ferranti | |
949-231-3061
|
781-376-3056 | |
AnalogicTech Public Relations:
|
AnalogicTech Investor Relations: | |
The Blueshirt Group
|
Ashok Chandran | |
Lisa Laukkanen
|
408-330-1400 | |
408-737-4788 |
Skyworks to Acquire Power Management Innovator
Advanced Analogic Technologies
Advanced Analogic Technologies
Expands Portfolio with Leading Edge Analog Products and
Accelerates Entry into Adjacent Vertical Markets; Immediately Accretive Post-Closing
Accelerates Entry into Adjacent Vertical Markets; Immediately Accretive Post-Closing
WOBURN, Mass. and SANTA CLARA, Calif. — May 26, 2011 — Skyworks Solutions, Inc. (NASDAQ:
SWKS), an innovator of high reliability analog and mixed signal semiconductors enabling a broad
range of end markets, today signed a definitive agreement to purchase Advanced Analogic
Technologies Incorporated (NASDAQ: AATI), an analog semiconductor company focused on enabling
energy-efficient devices for consumer electronics, computing and communications markets. This
acquisition expands Skyworks’ portfolio with highly complementary analog semiconductor products
including battery chargers, DC/DC converters, voltage regulators and LED drivers. The analog power
management market is expected to grow to $12.1 billion in 2014, up from $9.9 billion in 2010
according to Gartner market research.
“Skyworks’ acquisition of Advanced Analogic Technologies will enable us to further capitalize
on our strong smart phone, tablet, set-top box and infrastructure positions with an expanded and
differentiated product portfolio while accelerating our entry into new vertical markets,” said
David J. Aldrich, president and chief executive officer of Skyworks. “At a higher level, analog
power management semiconductors represent a strategic growth market for Skyworks as our customers
increasingly demand both ubiquitous wireless connectivity and power optimization across seemingly
every kind of electronic platform. With Advanced Analogic Technologies, Skyworks will be
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AATI Acquisition
well positioned to address these massive twin market opportunities leveraging our broad
customer relationships, innovative product portfolios and increasing operational scale.”
“The Advanced Analogic Technologies team is excited to be joining forces with Skyworks given
their leadership market positions coupled with scale advantages,” said Richard K. Williams,
president, chief executive officer and chief technical officer of Advanced Analogic Technologies.
“Both companies share a common vision of the enormity and growth potential of the analog
semiconductor market. Together, we can better address our customers’ demand for highly integrated
power management solutions across a broader range of markets and applications. We believe this
transaction will benefit our customers, employees and, most importantly, our shareholders.”
Skyworks has entered into a definitive agreement to acquire Advanced Analogic Technologies for
a nominal price of $6.13 per share, representing a 52 percent premium to Advanced Analogic
Technologies’ 30-day trailing average. The $6.13 nominal share price consists of $3.68 per share
in cash and .08725 of a share of Skyworks common stock for each outstanding share of Advanced
Analogic Technologies common stock. The amount of stock is based upon the average closing price of
Skyworks common stock over the 30-trading days prior to May 26, 2011. At that average price, the
stock component of the price has a nominal value of $2.45. The value of the stock component will
be tested again at closing, based on the average closing price of Skyworks common stock during the
five trading days prior to the closing. If the average pre-closing value is lower than $2.45, the
amount of cash per share will be increased by the difference, and if the average pre-closing value
is higher than $2.45, the amount of cash per share will be reduced by the difference, to maintain a
calculated nominal value of $6.13 per Advanced Analogic Technologies share in either case.
The transaction is subject to approval by Advanced Analogic Technologies’ shareholders. The
transaction is also subject to other customary closing conditions, including the receipt of
applicable regulatory approvals. Excluding any non-recurring acquisition related charges and
amortization of acquired intangibles, Skyworks expects the acquisition to be immediately accretive
to non-GAAP earnings post-closing and will finalize estimates of the transaction’s financial
impact, as well as the accounting for the transaction, upon deal close.
AATI Acquisition
Skyworks Conference Call
Skyworks will be hosting a conference call today, May 26, at 5:30 p.m. Eastern time to discuss
the acquisition. To listen to the conference call via the Internet, please visit the investor
relations section of Skyworks’ Web site. To listen to the conference call via telephone, please
call 888-600-4864 (domestic) or 913-312-1521 (international), confirmation code: 9709055.
Playback of the conference call will begin at 8:30 p.m. Eastern time on May 26, and end at
9:00 p.m. Eastern time on June 2. The replay will be available on Skyworks’ Web site or by calling
888-203-1112 (domestic) or 719-457-0820 (international), pass code: 9709055.
About Advanced Analogic Technologies
Advanced Analogic Technologies Incorporated (AATI), or AnalogicTech, develops advanced
semiconductor system solutions that play a key role in the continuing evolution of feature-rich,
energy efficient electronic devices. The company focuses on addressing the application-specific
power management needs of consumer devices such as mobile handsets, digital cameras, tablets,
notebooks, TV and LCD displays as well as devices in a broad range of industrial, medical and
telecom applications. AATI also licenses device, process, package, and application-related
technologies. Headquartered in Silicon Valley, AATI has design centers in Santa Clara and Shanghai,
and Asia-based operations and logistics. For more information, please visit www.analogictech.com
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability analog and mixed signal
semiconductors. Leveraging core technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure, energy management, industrial,
medical, military and mobile handset applications. The Company’s portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF
subsystems, mixers/demodulators, phase shifters, PLLs/synthesizers/VCOs, power dividers/combiners,
receivers, switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with engineering, manufacturing, sales
and service facilities throughout Asia, Europe and North America. For more information, please
visit Skyworks’ Web site at: www.skyworksinc.com.
Safe Harbor Statement
This news release includes “forward-looking statements” intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include without limitation information relating to future results and
expectations of Skyworks (including without limitation certain projections and business trends).
Forward-looking statements can often be identified by words such as “anticipates,” “expects,”
“forecasts,” “intends,” “believes,” “plans,” “may,” “will,” or “continue,” and similar expressions
and variations or negatives of these words. All such statements are subject to certain risks,
uncertainties and other important factors that could cause actual results to differ materially and
adversely from those projected, and may affect our future operating results, financial position and
cash flows.
These risks, uncertainties and other important factors include, but are not limited to:
whether we are able to satisfy the closing conditions and close our acquisition of SiGe
Semiconductor and/or Advanced
AATI Acquisition
Analogic Technologies; whether we are able to successfully integrate SiGe Semiconductor’s
and/or Advanced Analogic Technologies’ operations; uncertainty regarding global economic and
financial market conditions; the susceptibility of the wireless semiconductor industry and the
markets addressed by our, and our customers’, products to economic downturns; the timing,
rescheduling or cancellation of significant customer orders and our ability, as well as the ability
of our customers, to manage inventory; losses or curtailments of purchases or payments from key
customers, or the timing of customer inventory adjustments; the availability and pricing of third
party semiconductor foundry, assembly and test capacity, raw materials and supplier components;
changes in laws, regulations and/or policies in the United States that could adversely affect
financial markets and our ability to raise capital; our ability to develop, manufacture and market
innovative products in a highly price competitive and rapidly changing technological environment;
economic, social and political conditions in the countries in which we, our customers or our
suppliers operate, including security and health risks, possible disruptions in transportation
networks and fluctuations in foreign currency exchange rates; fluctuations in our manufacturing
yields due to our complex and specialized manufacturing processes; delays or disruptions in
production due to equipment maintenance, repairs and/or upgrades; our reliance on several key
customers for a large percentage of our sales; fluctuations in the manufacturing yields of our
third party semiconductor foundries and other problems or delays in the fabrication, assembly,
testing or delivery of our products; our ability to timely and accurately predict market
requirements and evolving industry standards, and to identify opportunities in new markets;
uncertainties of litigation, including potential disputes over intellectual property infringement
and rights, as well as payments related to the licensing and/or sale of such rights; our ability to
rapidly develop new products and avoid product obsolescence; our ability to retain, recruit and
hire key executives, technical personnel and other employees in the positions and numbers, with the
experience and capabilities, and at the compensation levels needed to implement our business and
product plans; lengthy product development cycles that impact the timing of new product
introductions; unfavorable changes in product mix; the quality of our products and any remediation
costs; shorter than expected product life cycles; problems or delays that we may face in shifting
our products to smaller geometry process technologies and in achieving higher levels of design
integration; and our ability to continue to grow and maintain an intellectual property portfolio
and obtain needed licenses from third parties, as well as other risks and uncertainties, including
but not limited to those detailed from time to time in our filings with the Securities and Exchange
Commission.
These forward-looking statements are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Note to Editors: Skyworks and Skyworks Solutions are trademarks or registered trademarks of
Skyworks Solutions, Inc. or its subsidiaries in the United States and in other countries. All other
brands and names listed are trademarks of their respective companies.
Additional Information about the Transaction and Where to Find It
Skyworks plans to file with the Securities and Exchange Commission (“SEC”) Registration
Statements on Form S-4 and S-8 in connection with the transaction and Advanced Analogic
Technologies plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus
in connection with the transaction. The Registration Statements and the Proxy Statement/Prospectus
will contain important information about Skyworks, Advanced Analogic Technologies, the transaction
and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS
AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
Investors and security holders will be able to obtain free copies of the Registration
Statements and the Proxy Statement/Prospectus and other documents filed with the SEC by Skyworks
and Advanced Analogic Technologies through the website maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the
Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks’
Investor Relations at (949) 231-4700, or by accessing Skyworks’ investor relations website at
http://www.skyworksinc.com; or from Advanced Analogic Technologies by contacting Advanced Analogic
Technologies’ Investor Relations
AATI Acquisition
at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing Advanced Analogic
Technologies’ investor relations website at http://www.analogictech.com.
Participants in the Solicitation
Skyworks and Advanced Analogic Technologies, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information about the directors and executive
officers of Skyworks and Advanced Analogic Technologies are set forth in Skyworks’ and Advanced
Analogic Technologies’ most recent Form 10-K/A, which were filed with the SEC on January 31, 2011
and May 2, 2011, respectively, as well as Skyworks’ proxy statement dated, and filed with the SEC
on, April 7, 2011. Investors may obtain additional information regarding the interest of Skyworks
and its directors and officers, and Advanced Analogic Technologies and its directors and executive
officers in the proposed transaction, by reading the Registration Statements and Proxy
Statement/Prospectus regarding the transaction when it becomes available.
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