Skyworks discloses $8.4B Qorvo merger details, pro forma revenue $7.75B, FTC review ongoing

Skyworks entered into a merger agreement on October 27, 2025, to acquire Qorvo through a two-step merger structure. In the first step, a Skyworks subsidiary will merge into Qorvo, with Qorvo surviving; immediately after, Qorvo will merge into a second Skyworks subsidiary, making Qorvo a wholly owned subsidiary of Skyworks. This is a major consolidation in the RF semiconductor industry combining two leading players.

Qorvo reported Q1 FY2027 revenue of $784.8 million, gross profit of $401.0 million (51.1% margin), operating income of $96.8 million, and net income of $85.8 million ($0.96 per diluted share). This compares to prior-year Q1 revenue of $818.8 million and net income of $25.6 million ($0.27 per diluted share), showing significant year-over-year profitability improvement despite lower revenue.

The FTC issued a Second Request under the HSR Act on February 5, 2026, extending the antitrust review period. Qorvo's stockholders approved the merger on February 11, 2026. Management states they are "increasingly hopeful" the transaction will close within calendar 2026, though no assurances are provided. The merger remains subject to regulatory approvals and other closing conditions.

Qorvo incurred $14.9 million in merger-related costs during Q1 FY2027, primarily for legal and professional fees associated with the pending Skyworks acquisition. These costs are excluded from segment operating performance measures.

Qorvo recorded $12.2 million in restructuring charges during Q1 FY2027, primarily $11.3 million in employee termination benefits. Cumulative restructuring expenses since initiation total $62.6 million (contract termination, severance, asset impairments), partially offset by a $7.9 million gain on facility sale. The company does not expect additional material restructuring charges.

The pro forma statements illustrate the combined company's estimated financial position and results as if the merger had closed on specified dates. These are preliminary estimates prepared for regulatory disclosure purposes and do not reflect actual post-merger results, synergies, or integration costs.

For the nine months ended July 3, 2026, the pro forma combined company would have reported net revenue of $5,500 million and net income of $168 million. For the twelve months ended October 3, 2025, pro forma combined net revenue would have been $7,750 million with a net loss of $24 million. The pro forma adjustments include purchase accounting impacts such as inventory step-ups, intangible asset amortization, and financing costs that reduce reported earnings.

The total estimated merger consideration is $8,433 million, consisting of $2,867 million in cash, $5,478 million in Skyworks common stock (approximately 84.7 million shares at $64.68 per share), and $88 million for assumed Qorvo equity awards. Skyworks assumes $2,000 million of the cash consideration will be funded through new debt financing at an assumed 6% interest rate, with the remainder from operating cash.

The preliminary purchase price allocation estimates $3,643 million in identifiable intangible assets (primarily $2,093 million in technology-based intangibles with 8-year life and $1,550 million in customer-based intangibles with 10-year life) and $4,156 million in goodwill. The allocation is preliminary and subject to change based on final fair value assessments at closing. Goodwill is not tax-deductible and will be tested annually for impairment.

As of July 3, 2026, the pro forma combined balance sheet shows total assets of $17,961 million and total stockholders' equity of $11,138 million. The combined company would have long-term debt of $3,931 million, reflecting Skyworks' existing debt, assumed Qorvo debt, and $2,000 million in new financing. The pro forma adjustments include elimination of Qorvo's historical equity and recognition of merger consideration, purchase accounting fair value adjustments, and transaction costs.