{"success":true,"data":{"pressRelease":{"id":"61982","rtpr_id":"nGNX1bdxYM","ticker":"SWKS","exchange":"NASDAQ","all_tickers":["SWKS"],"title":"Skyworks Announces Results of Early Participation in Exchange Offers and Consent Solicitations for Qorvo’s Senior Notes due 2029 and 2031","author":"Globe Newswire","published_at":"2026-06-12T01:40:00.160Z","article_body":"IRVINE, Calif., June 11, 2026 (GLOBE NEWSWIRE) -- Skyworks Solutions, Inc.\n(Nasdaq: SWKS) (“Skyworks”), a leading developer, manufacturer and\nprovider of analog and mixed-signal semiconductors and solutions for numerous\napplications, today announced that, in connection with its previously\nannounced offers to holders of Qorvo Notes (as defined herein) to exchange\n(the “Exchange Offers”) any and all outstanding 4.375% Senior Notes due\n2029 (the “2029 Qorvo Notes”) and any and all outstanding 3.375% Senior\nNotes due 2031 (the “2031 Qorvo Notes” and, together with the 2029 Qorvo\nNotes, the “Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) as set forth\nin the table below for, (1) with respect to the 2029 Qorvo Notes, up to\n$850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029\n(the “New 2029 Skyworks Notes”) issued by Skyworks and (2) with respect to\nthe 2031 Qorvo Notes, up to $700,000,000 aggregate principal amount of new\n3.375% Senior Notes due 2031 (together with the New 2029 Skyworks Notes, the\n“New Skyworks Notes”) issued by Skyworks, and related consent\nsolicitations by Skyworks, on behalf of Qorvo (the “Consent\nSolicitations”), to adopt certain proposed amendments to each indenture\ngoverning the applicable series of Qorvo Notes to, among other things,\neliminate substantially all of the restrictive covenants, certain affirmative\ncovenants and certain events of default (the “Proposed Amendments”), in\nexchange for the applicable Consent Payment (as defined herein), as of 5:00\np.m., New York City time, on June 11, 2026 (the “Early Participation Date”\nand the “Consent Revocation Deadline”), according to Global Bondholder\nServices Corporation, the information agent for the Exchange Offers and\nConsent Solicitations, the following respective principal amounts of each\nseries of Qorvo Notes have been validly tendered and not validly withdrawn\n(and consents thereby validly given and not validly revoked):\n\n Title of Qorvo Notes / CUSIP / ISIN No.                                                                                                       Principal Amount Outstanding                    Qorvo Notes Tendered at the Early Participation Date and Consent Revocation Deadline         \n                                                                                                                                                                             Principal Amount                                                                Percentage                     \n 4.375% Senior Notes due 2029  Registered:  74736KAH4/ US74736KAH41  144A: 74736KAG6 / US74736KAG67  Regulation S: U7471QAF1 / USU7471QAF10    $850,000,000                                    $760,095,000                                                  89.42%                         \n 3.375% Senior Notes due 2031  144A: 74736KAJ0 / US74736KAJ07  Regulation S: U7471QAJ3 / USU7471QAJ32                                          $700,000,000                                    $651,334,000                                                  93.05%                         \n                                                                                                                                                                                                                                                                                            \n\nAs of the Consent Revocation Deadline, Skyworks, on behalf of Qorvo, has\nreceived the requisite consents to adopt the Proposed Amendments to each\nseries of Qorvo Notes. On June 11, 2026, Qorvo entered into two supplemental\nindentures, one with respect to each series of Qorvo Notes, with the\nsubsidiary guarantors party thereto and the trustee for the Qorvo Notes (the\n“Supplemental Indentures”) to effect the Proposed Amendments, which, among\nother changes, eliminate substantially all of the restrictive covenants,\ncertain affirmative covenants and certain events of default. Upon their\nrespective executions, each Supplemental Indenture became effective and\nconstitutes a binding agreement between Qorvo, the subsidiary guarantors party\nthereto and the trustee for the Qorvo Notes. However, the Proposed Amendments\nwith respect to each series of Qorvo Notes will not become operative until (i)\nimmediately prior to the closing of the transactions pursuant to which Qorvo\nwill merge with and into a subsidiary of Skyworks (the “Mergers”), with\nsuch subsidiary continuing as the surviving entity and a wholly-owned\nsubsidiary of Skyworks or (ii) immediately upon the settlement of the Exchange\nOffer and Consent Solicitation with respect to such series, depending on the\nspecific amendment, and will cease to be operative if the Mergers are not\nconsummated.\n\nAs a result of the consents validly tendered and not validly withdrawn by the\nConsent Revocation Deadline, the consent payment for the 2029 Qorvo Notes will\nbe approximately $2.80 per $1,000 in principal amount of such notes validly\ntendered and not validly withdrawn at or prior to the Consent Revocation\nDeadline. As a result of the consents validly tendered and not validly\nwithdrawn by the Consent Revocation Deadline, the consent payment for the 2031\nQorvo Notes will be approximately $2.69 per $1,000 in principal amount of such\nnotes validly tendered and not validly withdrawn at or prior to the Consent\nRevocation Deadline (the foregoing, with respect to each series, the\napplicable “Consent Payment”).\n\nRevocation rights for the Consent Solicitations expired at 5:00 p.m., New York\nCity time, on the Consent Revocation Deadline. Withdrawal rights for the\nExchange Offers expire as of the Expiration Date (as defined herein). Holders\nof either series of Qorvo Notes who did not validly tender (or who validly\ntendered but withdrew) such Qorvo Notes at or prior to the 5:00 p.m., New York\nCity time, deadline on the Consent Revocation Deadline will not be eligible to\nreceive the applicable Consent Payment.\n\nFor each $1,000 principal amount of the applicable series of Qorvo Notes\nvalidly tendered and not validly withdrawn at or prior to the Early\nParticipation Date and accepted for exchange, holders of such series of Qorvo\nNotes will be eligible to receive, in addition to $950.00 principal amount of\nthe corresponding series of New Skyworks Notes (the \"Exchange Consideration\"),\nan early participation premium, payable in principal amount of the applicable\nseries of New Skyworks Notes, equal to $50.00 (the \"Early Participation\nPremium\"); provided that such Qorvo Notes held by the applicable holder have\nbeen validly tendered and not validly withdrawn at or prior to the applicable\nEarly Participation Date and either (A) such holder has not validly withdrawn\nsuch Qorvo Notes at or prior to the applicable Expiration Date or (B) if such\nQorvo Notes held by such holder have been validly withdrawn at or prior to the\napplicable Expiration Date, such holder, prior to such Expiration Date shall\nhave (i) validly re-tendered, and not validly withdrawn, such Qorvo Notes and\n(ii) submitted the Early Participation VOI Number (as defined in the\nProspectus (as defined herein)) with respect to such tendered Qorvo Notes.\nOtherwise, for each $1,000 principal amount of the applicable series of Qorvo\nNotes validly tendered and not validly withdrawn after the Early Participation\nDate and at or prior to the applicable Expiration Date, holders of such series\nof Qorvo Notes will be eligible to receive only the Exchange Consideration\n(and not the Early Participation Premium).\n\nThe Exchange Offers will expire at 5:00 p.m., New York City time, on September\n1, 2026, unless extended (as it may be extended, the “Expiration Date”).\nThe settlement date (the “Settlement Date”) will be promptly after the\nExpiration Date and is expected to occur no earlier than the second business\nday after the closing date of the Mergers.\n\nThe Exchange Offers and Consent Solicitations are being made pursuant to the\nterms and subject to the conditions set forth in Skyworks’ registration\nstatement on Form S-4, which was declared effective on May 29, 2026, and the\nrelated final prospectus filed with the U.S. Securities and Exchange\nCommission (the “SEC”) on May 29, 2026 (as it may be amended or\nsupplemented from time to time, the “Prospectus”). Each Exchange Offer and\nConsent Solicitation is conditioned upon the closing of the Mergers, which\ncondition may not be waived by Skyworks. The closing of the Mergers is not\nconditioned upon the results of the Exchange Offers and Consent Solicitations.\n\nSkyworks, in its sole discretion, may modify or terminate either Exchange\nOffer and may extend the Expiration Date and/or the Settlement Date with\nrespect to either Exchange Offer, subject to applicable law. Any such\nmodification, termination or extension by Skyworks with respect to an Exchange\nOffer will not automatically modify, terminate or extend the other Exchange\nOffer. The Exchange Offer and Consent Solicitation with respect to a series of\nQorvo Notes is not conditioned upon the consummation of the Exchange Offer or\nConsent Solicitation with respect to the other series of Qorvo Notes.\n\nThe complete terms and conditions of the Exchange Offers and Consent\nSolicitations are described in the Prospectus, a copy of which may be obtained\nby contacting Global Bondholder Services Corporation, the exchange agent and\ninformation agent in connection with the Exchange Offers and Consent\nSolicitations, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and\nbrokers) or contact@gbsc-usa.com. Questions regarding the terms and conditions\nof the Exchange Offers and Consent Solicitations should be directed to the\ndealer manager, Goldman Sachs & Co. LLC, 200 West Street, New York, New York\n10282, Collect: (212) 357-1452, Toll-Free: (800) 828-3182.\n\nThis press release does not constitute an offer to sell or purchase, or a\nsolicitation of an offer to purchase or sell, or the solicitation of tenders\nor consents with respect to, any security. No offer, solicitation, purchase or\nsale will be made in any jurisdiction in which such an offer, solicitation, or\nsale would be unlawful. The Exchange Offers and Consent Solicitations are\nbeing made solely pursuant to the Prospectus and only to such persons and in\nsuch jurisdictions as is permitted under applicable law.\n\nAbout Skyworks\n\nSkyworks Solutions, Inc. is empowering the wireless networking revolution.\nSkyworks is a leading developer, manufacturer and provider of analog and\nmixed-signal semiconductors and solutions for numerous applications, including\naerospace, automotive, broadband, cellular infrastructure, connected home,\ndefense, entertainment and gaming, industrial, medical, smartphone, tablet and\nwearables.\n\nSkyworks is a global company with engineering, marketing, operations, sales\nand support facilities located throughout Asia, Europe and North America and\nis a member of the S&P 500® market index (Nasdaq: SWKS).\n\nSafe Harbor Statement\n\nThis press release includes “forward-looking statements.” Forward-looking\nstatements relate to future events, including, but not limited to, the\nExchange Offers, the Consent Solicitations and the Mergers, as applicable.\nThese forward-looking statements include information relating to future\nevents, prospects, expectations and results of Skyworks (e.g., certain\nprojections and business trends, including with respect to future sales and\nrevenue, as well as plans for dividend payments). Forward-looking statements\ncan often be identified by words such as “anticipates,” “estimates,”\n“expects,” “forecasts,” “intends,” “believes,” “plans,”\n“may,” “will” or “continue,” and similar expressions and\nvariations or negatives of these words. All such statements are subject to\ncertain risks, uncertainties and other important factors that could cause\nactual results to differ materially and adversely from those projected and may\naffect Skyworks’ future operating results, financial position and cash\nflows.\n\nThese risks, uncertainties and other important factors include: the risks of\ndoing business internationally, including from trade war or trade protection\nmeasures (e.g., tariffs, retaliatory tariffs and other countermeasures or\ntaxes), increased import/export restrictions and controls (e.g., Skyworks’\nability to obtain foreign-sourced raw materials, including from Chinese-based\nsources, as well as Skyworks’ ability to sell products to certain specified\nforeign entities only pursuant to a limited export license from the U.S.\nDepartment of Commerce), the susceptibility of the semiconductor industry and\nthe markets addressed by Skyworks’, and Skyworks’ customers’, products\nto economic cycles or changes in economic conditions, including inflation and\nrecession that could result from trade war or trade protection measures;\nSkyworks’ reliance on a small number of key customers for a large percentage\nof Skyworks’ sales; decreased gross margins and loss of market share as a\nresult of increased competition; Skyworks’ ability to obtain design wins\nfrom customers; Skyworks’ ability to convert design wins into revenue;\nmarket acceptance of Skyworks’ products and Skyworks’ customers’\nproducts, including market acceptance of new, emerging technologies such as\nAI; the mix and volume of phone models sold by Skyworks’ largest customer;\nthe potential impacts on Skyworks’ business, reputation, relationships,\nresults of operations, cash flows and financial condition as a result of the\nMergers and related transactions with Qorvo; the possibility that expected\nbenefits related to such transactions with Qorvo may not materialize as\nexpected; such transactions with Qorvo being timely completed, if completed at\nall; regulatory approvals required for the Mergers and related transactions\nnot being timely obtained, if obtained at all, or being obtained subject to\nconditions; Skyworks or Qorvo’s business experiencing disruptions as a\nresult of the Mergers and related transactions or due to transaction-related\nuncertainty or other factors making it more difficult to maintain\nrelationships with employees, customers, other business partners or\ngovernmental entities; Skyworks and Qorvo being unable to successfully\nimplement integration strategies or to achieve expected synergies and\noperating efficiencies within the expected time-frames or at all; the costs,\nfees, expenses and other charges related to the Mergers and related\ntransactions with Qorvo, including with respect to any related litigation;\nreduced flexibility in operating Skyworks’ business as a result of the\nsubstantial amount of additional indebtedness Skyworks expects to incur in\nconnection with the Mergers and related transactions; delays in the deployment\nof commercial 5G networks or in consumer adoption of 5G-enabled devices; the\nvolatility of Skyworks’ stock price; changes in laws, regulations and/or\npolicies that could adversely affect Skyworks’ operations and financial\nresults, the economy and Skyworks’ customers’ demand for Skyworks’\nproducts, or the financial markets and Skyworks’ ability to raise capital;\nfluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex\nand specialized manufacturing processes; Skyworks’ ability to develop,\nmanufacture and market innovative products, avoid product obsolescence, reduce\ncosts in a timely manner, transition Skyworks’ products to smaller geometry\nprocess technologies and achieve higher levels of design integration; the\nquality of Skyworks’ products and any defect remediation costs; Skyworks’\nproducts’ ability to perform under stringent operating conditions; the\navailability and pricing of third-party semiconductor foundry, assembly and\ntest capacity, raw materials, including rare earth and similar minerals,\nsupplier components, equipment and shipping and logistics services, including\nlimits on Skyworks’ customers’ ability to obtain such services and\nmaterials; risks that Skyworks may not be able to optimize Skyworks’\nmanufacturing footprint and achieve any financial and operational benefits\nfrom such efforts, including reducing fixed costs or improving utilization\nrates, disruptions to Skyworks’ manufacturing processes, including relating\nto any relocation of Skyworks’ key facilities; Skyworks’ ability to\nsuccessfully manage Skyworks’ senior management transitions; Skyworks’\nability to retain, recruit and hire key executives or the departure of any\nsuch executives, technical personnel and other employees in the positions and\nnumbers, with the experience and capabilities, and at the compensation levels\nneeded to implement Skyworks’ business and product plans; the timing,\nrescheduling or cancellation of significant customer orders and Skyworks’\nability, as well as the ability of Skyworks’ customers, to manage inventory;\nother economic, social, military and geopolitical conditions in the countries\nin which Skyworks, Skyworks’ customers or Skyworks’ suppliers operate,\nincluding the conflicts in Ukraine, Iran and other regions in the Middle East,\npossible disruptions in transportation networks, and fluctuations in foreign\ncurrency exchange rates; the effects of global health crises on business\nconditions in Skyworks’ industry, including the risk of significant\ndisruptions to Skyworks’ business operations, as well as negative impacts to\nSkyworks’ financial condition; Skyworks’ ability to prevent theft of\nSkyworks’ intellectual property, disclosure of confidential information or\nbreaches of Skyworks’ information technology systems; uncertainties of\nlitigation, including Skyworks’ ongoing securities litigation, potential\ndisputes over intellectual property infringement and rights, as well as\npayments related to the licensing and/or sale of such rights; Skyworks’\nability to continue to grow and maintain an intellectual property portfolio\nand obtain needed licenses from third parties; Skyworks’ ability to make\ncertain investments and acquisitions, integrate companies Skyworks acquires\nand/or enter into strategic alliances; and other risks and uncertainties,\nincluding those detailed from time to time in Skyworks’ filings with the\nSecurities and Exchange Commission.\n\nThe forward-looking statements contained in this press release are made only\nas of the date hereof, and Skyworks undertakes no obligation to update or\nrevise the forward-looking statements, whether as a result of new information,\nfuture events or otherwise.\n\nNote to Editors: Skyworks and the Skyworks symbol are trademarks or registered\ntrademarks of Skyworks Solutions, Inc., or its subsidiaries in the United\nStates and other countries. Third-party brands and names are for\nidentification purposes only and are the property of their respective owners.\n\nAdditional Information about the Mergers and Where to Find It\n\nIn connection with the Mergers, Skyworks has filed with the SEC a registration\nstatement on Form S-4, which includes a proxy statement of Qorvo that also\nconstitutes a prospectus for the shares of Skyworks common stock to be offered\nin the Mergers (collectively, the “Mergers Registration Statement and Proxy\nStatement/Prospectus”). Each of Skyworks and Qorvo may also file other\nrelevant documents with the SEC regarding the Mergers. This communication is\nnot a substitute for the proxy statement/prospectus or registration statement\nor any other document that Skyworks or Qorvo may file with the SEC. INVESTORS\nAND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND\nPROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED\nWITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,\nCAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY\nCONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE\nMERGERS AND RELATED MATTERS. Investors and security holders can obtain free\ncopies of the Mergers Registration Statement and Proxy Statement/Prospectus\nand other documents containing important information about Skyworks, Qorvo and\nthe Mergers filed with the SEC through the website maintained by the SEC at\nwww.sec.gov. The documents filed by Skyworks with the SEC also may be obtained\nfree of charge at Skyworks’ website at https://www.skyworksinc.com/investors\nor upon written request to Skyworks at investor.relations@skyworksinc.com. The\ndocuments filed by Qorvo with the SEC also may be obtained free of charge at\nQorvo’s website at https://ir.qorvo.com/ or upon written request to Qorvo at\ninvestor-relations@qorvo.com.\n\nMedia Relations:\nConstance Griffiths\n(949) 230-4867\nConstance.Griffiths@skyworksinc.com\n\nInvestor Relations:\nRaji Gill\n(949) 508-0973\nRaji.Gill@skyworksinc.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/ffaa5c1e-61be-4b83-b2e3-cb87267843f1)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX1bdxYM","title":"Skyworks Announces Results of Early Participation in Exchange Offers and Consent Solicitations for Qorvo’s Senior Notes due 2029 and 2031","author":"Globe Newswire","ticker":"SWKS","created":"2026-06-12T01:40:00.160Z","tickers":["SWKS"],"exchange":"NASDAQ","article_body":"IRVINE, Calif., June 11, 2026 (GLOBE NEWSWIRE) -- Skyworks Solutions, Inc.\n(Nasdaq: SWKS) (“Skyworks”), a leading developer, manufacturer and\nprovider of analog and mixed-signal semiconductors and solutions for numerous\napplications, today announced that, in connection with its previously\nannounced offers to holders of Qorvo Notes (as defined herein) to exchange\n(the “Exchange Offers”) any and all outstanding 4.375% Senior Notes due\n2029 (the “2029 Qorvo Notes”) and any and all outstanding 3.375% Senior\nNotes due 2031 (the “2031 Qorvo Notes” and, together with the 2029 Qorvo\nNotes, the “Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) as set forth\nin the table below for, (1) with respect to the 2029 Qorvo Notes, up to\n$850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029\n(the “New 2029 Skyworks Notes”) issued by Skyworks and (2) with respect to\nthe 2031 Qorvo Notes, up to $700,000,000 aggregate principal amount of new\n3.375% Senior Notes due 2031 (together with the New 2029 Skyworks Notes, the\n“New Skyworks Notes”) issued by Skyworks, and related consent\nsolicitations by Skyworks, on behalf of Qorvo (the “Consent\nSolicitations”), to adopt certain proposed amendments to each indenture\ngoverning the applicable series of Qorvo Notes to, among other things,\neliminate substantially all of the restrictive covenants, certain affirmative\ncovenants and certain events of default (the “Proposed Amendments”), in\nexchange for the applicable Consent Payment (as defined herein), as of 5:00\np.m., New York City time, on June 11, 2026 (the “Early Participation Date”\nand the “Consent Revocation Deadline”), according to Global Bondholder\nServices Corporation, the information agent for the Exchange Offers and\nConsent Solicitations, the following respective principal amounts of each\nseries of Qorvo Notes have been validly tendered and not validly withdrawn\n(and consents thereby validly given and not validly revoked):\n\n Title of Qorvo Notes / CUSIP / ISIN No.                                                                                                       Principal Amount Outstanding                    Qorvo Notes Tendered at the Early Participation Date and Consent Revocation Deadline         \n                                                                                                                                                                             Principal Amount                                                                Percentage                     \n 4.375% Senior Notes due 2029  Registered:  74736KAH4/ US74736KAH41  144A: 74736KAG6 / US74736KAG67  Regulation S: U7471QAF1 / USU7471QAF10    $850,000,000                                    $760,095,000                                                  89.42%                         \n 3.375% Senior Notes due 2031  144A: 74736KAJ0 / US74736KAJ07  Regulation S: U7471QAJ3 / USU7471QAJ32                                          $700,000,000                                    $651,334,000                                                  93.05%                         \n                                                                                                                                                                                                                                                                                            \n\nAs of the Consent Revocation Deadline, Skyworks, on behalf of Qorvo, has\nreceived the requisite consents to adopt the Proposed Amendments to each\nseries of Qorvo Notes. On June 11, 2026, Qorvo entered into two supplemental\nindentures, one with respect to each series of Qorvo Notes, with the\nsubsidiary guarantors party thereto and the trustee for the Qorvo Notes (the\n“Supplemental Indentures”) to effect the Proposed Amendments, which, among\nother changes, eliminate substantially all of the restrictive covenants,\ncertain affirmative covenants and certain events of default. Upon their\nrespective executions, each Supplemental Indenture became effective and\nconstitutes a binding agreement between Qorvo, the subsidiary guarantors party\nthereto and the trustee for the Qorvo Notes. However, the Proposed Amendments\nwith respect to each series of Qorvo Notes will not become operative until (i)\nimmediately prior to the closing of the transactions pursuant to which Qorvo\nwill merge with and into a subsidiary of Skyworks (the “Mergers”), with\nsuch subsidiary continuing as the surviving entity and a wholly-owned\nsubsidiary of Skyworks or (ii) immediately upon the settlement of the Exchange\nOffer and Consent Solicitation with respect to such series, depending on the\nspecific amendment, and will cease to be operative if the Mergers are not\nconsummated.\n\nAs a result of the consents validly tendered and not validly withdrawn by the\nConsent Revocation Deadline, the consent payment for the 2029 Qorvo Notes will\nbe approximately $2.80 per $1,000 in principal amount of such notes validly\ntendered and not validly withdrawn at or prior to the Consent Revocation\nDeadline. As a result of the consents validly tendered and not validly\nwithdrawn by the Consent Revocation Deadline, the consent payment for the 2031\nQorvo Notes will be approximately $2.69 per $1,000 in principal amount of such\nnotes validly tendered and not validly withdrawn at or prior to the Consent\nRevocation Deadline (the foregoing, with respect to each series, the\napplicable “Consent Payment”).\n\nRevocation rights for the Consent Solicitations expired at 5:00 p.m., New York\nCity time, on the Consent Revocation Deadline. Withdrawal rights for the\nExchange Offers expire as of the Expiration Date (as defined herein). Holders\nof either series of Qorvo Notes who did not validly tender (or who validly\ntendered but withdrew) such Qorvo Notes at or prior to the 5:00 p.m., New York\nCity time, deadline on the Consent Revocation Deadline will not be eligible to\nreceive the applicable Consent Payment.\n\nFor each $1,000 principal amount of the applicable series of Qorvo Notes\nvalidly tendered and not validly withdrawn at or prior to the Early\nParticipation Date and accepted for exchange, holders of such series of Qorvo\nNotes will be eligible to receive, in addition to $950.00 principal amount of\nthe corresponding series of New Skyworks Notes (the \"Exchange Consideration\"),\nan early participation premium, payable in principal amount of the applicable\nseries of New Skyworks Notes, equal to $50.00 (the \"Early Participation\nPremium\"); provided that such Qorvo Notes held by the applicable holder have\nbeen validly tendered and not validly withdrawn at or prior to the applicable\nEarly Participation Date and either (A) such holder has not validly withdrawn\nsuch Qorvo Notes at or prior to the applicable Expiration Date or (B) if such\nQorvo Notes held by such holder have been validly withdrawn at or prior to the\napplicable Expiration Date, such holder, prior to such Expiration Date shall\nhave (i) validly re-tendered, and not validly withdrawn, such Qorvo Notes and\n(ii) submitted the Early Participation VOI Number (as defined in the\nProspectus (as defined herein)) with respect to such tendered Qorvo Notes.\nOtherwise, for each $1,000 principal amount of the applicable series of Qorvo\nNotes validly tendered and not validly withdrawn after the Early Participation\nDate and at or prior to the applicable Expiration Date, holders of such series\nof Qorvo Notes will be eligible to receive only the Exchange Consideration\n(and not the Early Participation Premium).\n\nThe Exchange Offers will expire at 5:00 p.m., New York City time, on September\n1, 2026, unless extended (as it may be extended, the “Expiration Date”).\nThe settlement date (the “Settlement Date”) will be promptly after the\nExpiration Date and is expected to occur no earlier than the second business\nday after the closing date of the Mergers.\n\nThe Exchange Offers and Consent Solicitations are being made pursuant to the\nterms and subject to the conditions set forth in Skyworks’ registration\nstatement on Form S-4, which was declared effective on May 29, 2026, and the\nrelated final prospectus filed with the U.S. Securities and Exchange\nCommission (the “SEC”) on May 29, 2026 (as it may be amended or\nsupplemented from time to time, the “Prospectus”). Each Exchange Offer and\nConsent Solicitation is conditioned upon the closing of the Mergers, which\ncondition may not be waived by Skyworks. The closing of the Mergers is not\nconditioned upon the results of the Exchange Offers and Consent Solicitations.\n\nSkyworks, in its sole discretion, may modify or terminate either Exchange\nOffer and may extend the Expiration Date and/or the Settlement Date with\nrespect to either Exchange Offer, subject to applicable law. Any such\nmodification, termination or extension by Skyworks with respect to an Exchange\nOffer will not automatically modify, terminate or extend the other Exchange\nOffer. The Exchange Offer and Consent Solicitation with respect to a series of\nQorvo Notes is not conditioned upon the consummation of the Exchange Offer or\nConsent Solicitation with respect to the other series of Qorvo Notes.\n\nThe complete terms and conditions of the Exchange Offers and Consent\nSolicitations are described in the Prospectus, a copy of which may be obtained\nby contacting Global Bondholder Services Corporation, the exchange agent and\ninformation agent in connection with the Exchange Offers and Consent\nSolicitations, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and\nbrokers) or contact@gbsc-usa.com. Questions regarding the terms and conditions\nof the Exchange Offers and Consent Solicitations should be directed to the\ndealer manager, Goldman Sachs & Co. LLC, 200 West Street, New York, New York\n10282, Collect: (212) 357-1452, Toll-Free: (800) 828-3182.\n\nThis press release does not constitute an offer to sell or purchase, or a\nsolicitation of an offer to purchase or sell, or the solicitation of tenders\nor consents with respect to, any security. No offer, solicitation, purchase or\nsale will be made in any jurisdiction in which such an offer, solicitation, or\nsale would be unlawful. The Exchange Offers and Consent Solicitations are\nbeing made solely pursuant to the Prospectus and only to such persons and in\nsuch jurisdictions as is permitted under applicable law.\n\nAbout Skyworks\n\nSkyworks Solutions, Inc. is empowering the wireless networking revolution.\nSkyworks is a leading developer, manufacturer and provider of analog and\nmixed-signal semiconductors and solutions for numerous applications, including\naerospace, automotive, broadband, cellular infrastructure, connected home,\ndefense, entertainment and gaming, industrial, medical, smartphone, tablet and\nwearables.\n\nSkyworks is a global company with engineering, marketing, operations, sales\nand support facilities located throughout Asia, Europe and North America and\nis a member of the S&P 500® market index (Nasdaq: SWKS).\n\nSafe Harbor Statement\n\nThis press release includes “forward-looking statements.” Forward-looking\nstatements relate to future events, including, but not limited to, the\nExchange Offers, the Consent Solicitations and the Mergers, as applicable.\nThese forward-looking statements include information relating to future\nevents, prospects, expectations and results of Skyworks (e.g., certain\nprojections and business trends, including with respect to future sales and\nrevenue, as well as plans for dividend payments). Forward-looking statements\ncan often be identified by words such as “anticipates,” “estimates,”\n“expects,” “forecasts,” “intends,” “believes,” “plans,”\n“may,” “will” or “continue,” and similar expressions and\nvariations or negatives of these words. All such statements are subject to\ncertain risks, uncertainties and other important factors that could cause\nactual results to differ materially and adversely from those projected and may\naffect Skyworks’ future operating results, financial position and cash\nflows.\n\nThese risks, uncertainties and other important factors include: the risks of\ndoing business internationally, including from trade war or trade protection\nmeasures (e.g., tariffs, retaliatory tariffs and other countermeasures or\ntaxes), increased import/export restrictions and controls (e.g., Skyworks’\nability to obtain foreign-sourced raw materials, including from Chinese-based\nsources, as well as Skyworks’ ability to sell products to certain specified\nforeign entities only pursuant to a limited export license from the U.S.\nDepartment of Commerce), the susceptibility of the semiconductor industry and\nthe markets addressed by Skyworks’, and Skyworks’ customers’, products\nto economic cycles or changes in economic conditions, including inflation and\nrecession that could result from trade war or trade protection measures;\nSkyworks’ reliance on a small number of key customers for a large percentage\nof Skyworks’ sales; decreased gross margins and loss of market share as a\nresult of increased competition; Skyworks’ ability to obtain design wins\nfrom customers; Skyworks’ ability to convert design wins into revenue;\nmarket acceptance of Skyworks’ products and Skyworks’ customers’\nproducts, including market acceptance of new, emerging technologies such as\nAI; the mix and volume of phone models sold by Skyworks’ largest customer;\nthe potential impacts on Skyworks’ business, reputation, relationships,\nresults of operations, cash flows and financial condition as a result of the\nMergers and related transactions with Qorvo; the possibility that expected\nbenefits related to such transactions with Qorvo may not materialize as\nexpected; such transactions with Qorvo being timely completed, if completed at\nall; regulatory approvals required for the Mergers and related transactions\nnot being timely obtained, if obtained at all, or being obtained subject to\nconditions; Skyworks or Qorvo’s business experiencing disruptions as a\nresult of the Mergers and related transactions or due to transaction-related\nuncertainty or other factors making it more difficult to maintain\nrelationships with employees, customers, other business partners or\ngovernmental entities; Skyworks and Qorvo being unable to successfully\nimplement integration strategies or to achieve expected synergies and\noperating efficiencies within the expected time-frames or at all; the costs,\nfees, expenses and other charges related to the Mergers and related\ntransactions with Qorvo, including with respect to any related litigation;\nreduced flexibility in operating Skyworks’ business as a result of the\nsubstantial amount of additional indebtedness Skyworks expects to incur in\nconnection with the Mergers and related transactions; delays in the deployment\nof commercial 5G networks or in consumer adoption of 5G-enabled devices; the\nvolatility of Skyworks’ stock price; changes in laws, regulations and/or\npolicies that could adversely affect Skyworks’ operations and financial\nresults, the economy and Skyworks’ customers’ demand for Skyworks’\nproducts, or the financial markets and Skyworks’ ability to raise capital;\nfluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex\nand specialized manufacturing processes; Skyworks’ ability to develop,\nmanufacture and market innovative products, avoid product obsolescence, reduce\ncosts in a timely manner, transition Skyworks’ products to smaller geometry\nprocess technologies and achieve higher levels of design integration; the\nquality of Skyworks’ products and any defect remediation costs; Skyworks’\nproducts’ ability to perform under stringent operating conditions; the\navailability and pricing of third-party semiconductor foundry, assembly and\ntest capacity, raw materials, including rare earth and similar minerals,\nsupplier components, equipment and shipping and logistics services, including\nlimits on Skyworks’ customers’ ability to obtain such services and\nmaterials; risks that Skyworks may not be able to optimize Skyworks’\nmanufacturing footprint and achieve any financial and operational benefits\nfrom such efforts, including reducing fixed costs or improving utilization\nrates, disruptions to Skyworks’ manufacturing processes, including relating\nto any relocation of Skyworks’ key facilities; Skyworks’ ability to\nsuccessfully manage Skyworks’ senior management transitions; Skyworks’\nability to retain, recruit and hire key executives or the departure of any\nsuch executives, technical personnel and other employees in the positions and\nnumbers, with the experience and capabilities, and at the compensation levels\nneeded to implement Skyworks’ business and product plans; the timing,\nrescheduling or cancellation of significant customer orders and Skyworks’\nability, as well as the ability of Skyworks’ customers, to manage inventory;\nother economic, social, military and geopolitical conditions in the countries\nin which Skyworks, Skyworks’ customers or Skyworks’ suppliers operate,\nincluding the conflicts in Ukraine, Iran and other regions in the Middle East,\npossible disruptions in transportation networks, and fluctuations in foreign\ncurrency exchange rates; the effects of global health crises on business\nconditions in Skyworks’ industry, including the risk of significant\ndisruptions to Skyworks’ business operations, as well as negative impacts to\nSkyworks’ financial condition; Skyworks’ ability to prevent theft of\nSkyworks’ intellectual property, disclosure of confidential information or\nbreaches of Skyworks’ information technology systems; uncertainties of\nlitigation, including Skyworks’ ongoing securities litigation, potential\ndisputes over intellectual property infringement and rights, as well as\npayments related to the licensing and/or sale of such rights; Skyworks’\nability to continue to grow and maintain an intellectual property portfolio\nand obtain needed licenses from third parties; Skyworks’ ability to make\ncertain investments and acquisitions, integrate companies Skyworks acquires\nand/or enter into strategic alliances; and other risks and uncertainties,\nincluding those detailed from time to time in Skyworks’ filings with the\nSecurities and Exchange Commission.\n\nThe forward-looking statements contained in this press release are made only\nas of the date hereof, and Skyworks undertakes no obligation to update or\nrevise the forward-looking statements, whether as a result of new information,\nfuture events or otherwise.\n\nNote to Editors: Skyworks and the Skyworks symbol are trademarks or registered\ntrademarks of Skyworks Solutions, Inc., or its subsidiaries in the United\nStates and other countries. Third-party brands and names are for\nidentification purposes only and are the property of their respective owners.\n\nAdditional Information about the Mergers and Where to Find It\n\nIn connection with the Mergers, Skyworks has filed with the SEC a registration\nstatement on Form S-4, which includes a proxy statement of Qorvo that also\nconstitutes a prospectus for the shares of Skyworks common stock to be offered\nin the Mergers (collectively, the “Mergers Registration Statement and Proxy\nStatement/Prospectus”). Each of Skyworks and Qorvo may also file other\nrelevant documents with the SEC regarding the Mergers. This communication is\nnot a substitute for the proxy statement/prospectus or registration statement\nor any other document that Skyworks or Qorvo may file with the SEC. INVESTORS\nAND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND\nPROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED\nWITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,\nCAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY\nCONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE\nMERGERS AND RELATED MATTERS. Investors and security holders can obtain free\ncopies of the Mergers Registration Statement and Proxy Statement/Prospectus\nand other documents containing important information about Skyworks, Qorvo and\nthe Mergers filed with the SEC through the website maintained by the SEC at\nwww.sec.gov. The documents filed by Skyworks with the SEC also may be obtained\nfree of charge at Skyworks’ website at https://www.skyworksinc.com/investors\nor upon written request to Skyworks at investor.relations@skyworksinc.com. The\ndocuments filed by Qorvo with the SEC also may be obtained free of charge at\nQorvo’s website at https://ir.qorvo.com/ or upon written request to Qorvo at\ninvestor-relations@qorvo.com.\n\nMedia Relations:\nConstance Griffiths\n(949) 230-4867\nConstance.Griffiths@skyworksinc.com\n\nInvestor Relations:\nRaji Gill\n(949) 508-0973\nRaji.Gill@skyworksinc.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/ffaa5c1e-61be-4b83-b2e3-cb87267843f1)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-06-12T01:40:00.204980307Z","server_sent_at_ms":1781228400204},"received_at":"2026-06-12T01:40:00.373Z","source_url":null},"analysis":{"id":"51407","press_release_id":"61982","analysis_json":{"industry":{"label":"Semiconductors & Semiconductor Equipment","sector":"Information Technology"},"redFlags":[],"eventType":"m_and_a","narrative":"Skyworks reported that 89.4% of Qorvo’s 2029 notes and 93.1% of its 2031 notes were tendered in the exchange offers as of the early participation deadline.\n\nThe high tender rates allowed Skyworks to secure the requisite consents to amend Qorvo’s indentures, effectively eliminating restrictive covenants and events of default ahead of the merger closing.\n\nThe exchange offers remain open until September 1, 2026, with early participants receiving a $50 premium per $1,000 of principal and a small consent payment.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Bondholder support for Skyworks-Qorvo deal is overwhelming, clearing a key regulatory/structural hurdle for the merger."},"keyFigures":{"customDimensions":{"2029_tender_pct":"89.42%","2031_tender_pct":"93.05%","2029_notes_tendered":760095000,"2031_notes_tendered":651334000,"consent_payment_2029":"$2.80 per $1,000","consent_payment_2031":"$2.69 per $1,000","2029_notes_outstanding":850000000,"2031_notes_outstanding":700000000,"early_participation_premium":"$50.00 per $1,000"}},"quotedText":"Skyworks, on behalf of Qorvo, has received the requisite consents to adopt the Proposed Amendments to each series of Qorvo Notes.","namedEntities":{"people":[{"name":"Constance Griffiths","role":"Media Relations"},{"name":"Raji Gill","role":"Investor Relations"}],"products":[],"companies":[{"name":"Skyworks Solutions, Inc.","ticker":"SWKS","relationship":"acquirer"},{"name":"Qorvo, Inc.","ticker":"QRVO","relationship":"target"},{"name":"Global Bondholder Services Corporation","relationship":"information agent"},{"name":"Goldman Sachs & Co. LLC","relationship":"dealer manager"}],"dollarAmounts":[{"amount":"$850,000,000","context":"aggregate principal amount of new 2029 Skyworks Notes"},{"amount":"$700,000,000","context":"aggregate principal amount of new 2031 Skyworks Notes"},{"amount":"$760,095,000","context":"2029 Qorvo Notes tendered"},{"amount":"$651,334,000","context":"2031 Qorvo Notes tendered"},{"amount":"$2.80","context":"consent payment per $1,000 of 2029 notes"},{"amount":"$2.69","context":"consent payment per $1,000 of 2031 notes"},{"amount":"$50.00","context":"early participation premium per $1,000"},{"amount":"$950.00","context":"exchange consideration per $1,000 of Qorvo notes"}]},"materialImpact":{"score":4,"reasoning":"High participation rates (89-93%) in the exchange offers and consent solicitations signal strong bondholder support for the pending Skyworks-Qorvo merger. The successful adoption of covenant waivers removes a significant structural hurdle to closing the deal."},"tickerRelevance":{"others":[{"ticker":"QRVO","relevance":"target"}],"primary":"SWKS"},"globalImportance":65,"audienceRelevance":70,"eventTypeSecondary":["debt_offering"],"importanceComponents":{"tickerTier":"large-cap","eventGravity":"m_and_a_progress","sectorWeight":"high","householdBrandBoost":"moderate","marketCapAdjustment":"positive"}},"event_type":"m_and_a","event_type_secondary":["debt_offering"],"sentiment":"bullish","material_impact_score":4,"narrative":"Skyworks reported that 89.4% of Qorvo’s 2029 notes and 93.1% of its 2031 notes were tendered in the exchange offers as of the early participation deadline.\n\nThe high tender rates allowed Skyworks to secure the requisite consents to amend Qorvo’s indentures, effectively eliminating restrictive covenants and events of default ahead of the merger closing.\n\nThe exchange offers remain open until September 1, 2026, with early participants receiving a $50 premium per $1,000 of principal and a small consent payment.","key_figures":{"customDimensions":{"2029_tender_pct":"89.42%","2031_tender_pct":"93.05%","2029_notes_tendered":760095000,"2031_notes_tendered":651334000,"consent_payment_2029":"$2.80 per $1,000","consent_payment_2031":"$2.69 per $1,000","2029_notes_outstanding":850000000,"2031_notes_outstanding":700000000,"early_participation_premium":"$50.00 per $1,000"}},"named_entities":{"people":[{"name":"Constance Griffiths","role":"Media Relations"},{"name":"Raji Gill","role":"Investor Relations"}],"products":[],"companies":[{"name":"Skyworks Solutions, Inc.","ticker":"SWKS","relationship":"acquirer"},{"name":"Qorvo, Inc.","ticker":"QRVO","relationship":"target"},{"name":"Global Bondholder Services Corporation","relationship":"information agent"},{"name":"Goldman Sachs & Co. LLC","relationship":"dealer manager"}],"dollarAmounts":[{"amount":"$850,000,000","context":"aggregate principal amount of new 2029 Skyworks Notes"},{"amount":"$700,000,000","context":"aggregate principal amount of new 2031 Skyworks Notes"},{"amount":"$760,095,000","context":"2029 Qorvo Notes tendered"},{"amount":"$651,334,000","context":"2031 Qorvo Notes tendered"},{"amount":"$2.80","context":"consent payment per $1,000 of 2029 notes"},{"amount":"$2.69","context":"consent payment per $1,000 of 2031 notes"},{"amount":"$50.00","context":"early participation premium per $1,000"},{"amount":"$950.00","context":"exchange consideration per $1,000 of Qorvo notes"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-06-12T01:40:23.962Z","global_importance":65,"audience_relevance":70,"importance_components":{"tickerTier":"large-cap","eventGravity":"m_and_a_progress","sectorWeight":"high","householdBrandBoost":"moderate","marketCapAdjustment":"positive"}},"durationMs":23576,"modelName":"george-droid-qwen-72b"}}