Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 22, 2021, Silicon Laboratories Inc., a Delaware corporation ("Silicon
Laboratories"), entered into an Asset Purchase Agreement (the "Purchase
Agreement") with Skyworks Solutions, Inc., a Delaware corporation ("Skyworks"),
pursuant to which Skyworks agreed to acquire certain assets, rights, and
properties, and assume certain liabilities, comprising Silicon Laboratories'
infrastructure and automotive business for a purchase price of $2,750,000,000 in
cash. The acquisition was completed pursuant to the terms of the Purchase
Agreement, a copy of which was filed as an exhibit to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 22, 2021
and is incorporated herein by reference.
The foregoing description of the transactions is qualified in its entirety by
the full text of the Purchase Agreement (a copy of which is incorporated herein
The press release announcing the completion of the acquisition is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On July 26, 2021, Silicon Laboratories issued a press release announcing the
events discussed in Item 2.01 above, the text of which is furnished as
Exhibit 99.1 hereto and incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements based on
Silicon Laboratories' current expectations. The words "believe," "estimate,"
"expect," "intend," "anticipate," "plan," "project," "will" and similar phrases
as they relate to Silicon Laboratories are intended to identify such
forward-looking statements. These forward-looking statements reflect the current
views and assumptions of Silicon Laboratories and are subject to various risks
and uncertainties that could cause actual results to differ materially from
expectations. Among the factors that could cause actual results to differ
materially from those in the forward-looking statements are the following: the
timing and scope of anticipated share repurchases and/or dividends; the impact
of COVID-19 on the U.S. and global economy, including the restrictions on travel
and transportation and other actions taken by governmental authorities and
disruptions to the business of Silicon Laboratories' customers or Silicon
Laboratories' global supply chain that have occurred or may occur in the future,
the ongoing impact of COVID-19 on Silicon Laboratories' employees and Silicon
Laboratories' ability to provide services to Silicon Laboratories' customers and
respond to their needs; risks that Silicon Laboratories may not be able to
maintain its historical growth; quarterly fluctuations in revenues and operating
results; difficulties developing new products that achieve market acceptance;
risks associated with international activities (including trade barriers,
particularly with respect to China); intellectual property litigation risks;
risks associated with acquisitions and divestitures; product liability risks;
difficulties managing Silicon Laboratories' distributors, manufacturers and
subcontractors; dependence on a limited number of products; absence of long-term
commitments from customers; inventory-related risks; difficulties managing
international activities; risks that Silicon Laboratories may not be able to
manage strains associated with its growth; credit risks associated with its
accounts receivable; dependence on key personnel; stock price volatility;
geographic concentration of manufacturers, assemblers, test service providers
and customers in Asia that subjects Silicon Laboratories' business and results
of operations to risks of natural disasters, epidemics or pandemics, war and
political unrest; debt-related risks; capital-raising risks; the competitive and
cyclical nature of the semiconductor industry; average selling prices of
products may decrease significantly and rapidly; information technology risks;
cyber-attacks against Silicon Laboratories' products and its networks and other
factors that are detailed in the SEC filings of Silicon Laboratories Inc. The
level of share repurchases and/or dividends depends on market conditions and the
level of other uses of cash. Silicon Laboratories disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits
2.1 Asset Purchase Agreement dated April 22, 2021 between Silicon
Laboratories Inc. and Skyworks Solutions, Inc. (filed as Exhibit 2.1 to
the Form 8-K filed on April 22, 2021)
99.1 Press Release of Silicon Laboratories Inc. dated July 26, 2021 entitled
"Silicon Labs Completes Divestiture of Industrial & Automotive
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
* Schedules and other similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
supplementally copies of any of the omitted schedules and other similar
attachments upon request by the Securities and Exchange Commission.
© Edgar Online, source Glimpses