Item 8.01 Other Events.
On June 7, 2021, the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), expired in connection with
the previously announced Asset Purchase Agreement, dated April 22, 2021 (the
"Purchase Agreement"), between Skyworks Solutions, Inc., a Delaware corporation
("Buyer"), and Silicon Laboratories Inc., a Delaware corporation (the
"Company"), pursuant to which Buyer has agreed to acquire certain assets,
rights, and properties, and assume certain liabilities, comprising the Company's
infrastructure and automotive business (the "Asset Purchase").
The expiration of the waiting period under the HSR Act satisfies one of the
conditions to the closing of the Asset Purchase. The closing of the Asset
Purchase remains subject to the satisfaction or waiver of the remaining
conditions to the closing of the Asset Purchase set forth in the Purchase
Agreement, including, among other things, the accuracy of representations and
warranties, the material performance of covenants, and no occurrence of a
material adverse effect.
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
occurrence of any event, change or other circumstance that could give rise to
the termination of the Purchase Agreement; the failure to satisfy any of the
conditions to the completion of the proposed transaction; the effect of the
announcement of the proposed transaction on the ability of Silicon Laboratories
to retain and hire key personnel and maintain relationships with its customers,
suppliers, advertisers, partners and others with whom it does business, or on
its operating results and businesses generally; risks associated with the
disruption of management's attention from ongoing business operations due to the
proposed transaction; the ability to meet expectations regarding the timing and
completion of the proposed transaction; and other factors that are detailed in
the SEC filings of Silicon Laboratories Inc. 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.
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