SKYWORKS SOLUTIONS, INC. 
Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement with Silicon Laboratories Inc.
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The Purchase Agreement includes customary representations and warranties, as well as certain covenants, including, among other things, that: (i) Seller will operate the Business in the ordinary course of business consistent with past practice, (ii) each party will use reasonable best efforts to obtain required regulatory approvals, (iii) each party is bound by a non-solicitation covenant, (iv) Seller will abide by certain exclusivity and non-competition covenants, and (v) Seller will use commercially reasonable efforts to assist the Company in transitioning applicable customers, distributors, vendors, and suppliers of the Business. The Asset Purchase is anticipated to close in the third quarter of calendar year 2021.
The consummation of the transactions contemplated by the Purchase Agreement (the "Closing") is subject to customary conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other closing conditions, such as the accuracy of representations and warranties, material performance of covenants, and no occurrence of a material adverse effect. The Purchase Agreement contains indemnification rights for each of the Company and Seller for breaches of representations, warranties, and covenants, as well as certain other matters, subject to customary deductibles, caps, and other limitations.
The Company's board of directors has approved the Asset Purchase. Seller's board of directors has similarly approved the Asset Purchase.
The Purchase Agreement contemplates the execution of certain ancillary agreements between the Company and Seller (or their respective affiliates), including an Intellectual Property License Agreement, pursuant to which Seller will grant a perpetual license to the Company in relation to certain patents, other intellectual property rights, and technology retained by Seller, and the Company will grant a perpetual license back to Seller in relation to the patents, other intellectual property rights, and technology transferred to the Company pursuant to the Purchase Agreement.
The above description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The Purchase Agreement governs the contractual rights
between the parties in relation to the Asset Purchase. The Purchase Agreement
has been filed as an exhibit to this Current Report on Form 8-K to provide
investors with information regarding the terms of the Asset Purchase and is not
intended to modify or supplement any factual disclosures about the Company in
its public reports filed with the
The representations, warranties, and covenants contained in the Purchase Agreement have been made solely for the purposes of the Purchase Agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; are not intended as statements of fact to be relied upon by the parties' stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, which disclosures are not reflected in the Purchase Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders or other security holders. Except as specifically set forth in the Purchase Agreement, security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of any actual state of facts or of the condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements of this Current Report on Form 8-K not misleading.
Debt Commitment Letter
In connection with the Purchase Agreement, the Company entered into a debt
commitment letter (the "Commitment Letter"), dated as of
The above description of the Commitment Letter and long-term debt financing does not purport to be complete and is qualified in its entirety by reference to the full text of the final definitive versions thereof, which, with respect to the Commitment Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
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The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to liability of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, unless the registrant specifically incorporates it by reference in a document filed under the Securities Act or the Exchange Act.
Forward-Looking Statements
Any forward-looking statements contained in this Current Report on Form 8-K are
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 regarding the Asset
Purchase, the expected timetable for completing the Asset Purchase, future
financial and operating results, the benefits, synergies, and accretion related
to the Asset Purchase, and any other statements by the Company's management
regarding future expectations, beliefs, goals, plans, or prospects.
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. Actual events and/or results may differ materially and adversely
from such forward-looking statements as a result of certain risks and
uncertainties including, but not limited to, the occurrence of any event,
change, or other circumstances that could give rise to the termination of the
Purchase Agreement; the outcome of any legal proceedings that could be
instituted against the Company or the Company's board of directors related to
the Asset Purchase or the Purchase Agreement; the ability to satisfy the closing
conditions of the Asset Purchase when anticipated or at all, including the
receipt of all regulatory approvals related to the Asset Purchase, and the
ability to close the Asset Purchase; the Company's ability to obtain the
necessary financing arrangements set forth in the Commitment Letter; the
Company's ability to successfully integrate the assets acquired and employees
transferred pursuant to the Purchase Agreement; the risk that the Company may
not realize the anticipated benefits from the Asset Purchase; the availability
and pricing of third-party semiconductor foundry, assembly and test capacity,
raw materials, and supplier components; the cyclical nature of the semiconductor
industry; risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a result of
the Asset Purchase; the Company's ability to obtain design wins from customers;
technological and product development risks; enforcement and protection of
intellectual property rights and related risks; risks related to the security of
our information systems and secured network; changes in laws, regulations,
and/or policies that could adversely affect the Company's operations and
financial results, the economy, customer demand for products, the financial
markets, or the effects of exchange rate fluctuations; risks of changes in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Asset Purchase Agreement, dated as ofApril 22, 2021 , by and betweenSkyworks Solutions, Inc. , and Silicon Laboratories Inc.* 10.1 Debt Commitment Letter, dated as ofApril 22, 2021 , by and betweenSkyworks Solutions, Inc. , andJPMorgan Chase Bank, N.A . 99.1 Press Release datedApril 22, 2021 99.2 Investor Presentation datedApril 22, 2021 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
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