Skyworks Announces Termination of Merger Agreement with PMC-Sierra
November 23 2015 - 10:32PM
Business Wire
Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high
performance analog semiconductors connecting people, places and
things, today announced that it decided not to modify its amended
and restated merger agreement with PMC-Sierra, Inc. (PMC®) (NASDAQ:
PMCS), entered into on October 29, 2015. Today PMC terminated
the amended and restated merger agreement and, as a result,
Skyworks is entitled to an $88.5 million termination fee from
PMC.
Skyworks maintains a highly disciplined approach to the
assessment of potential acquisition candidates, and at an increased
valuation, PMC no longer meets Skyworks’ financial criteria.
Skyworks’ upwardly revised mid-term target operating model
remains unchanged from the annualized non-GAAP earnings per share
of $8.00 it provided on its Q4 FY2015 earnings conference call on
November 5, 2015.
About Skyworks
Skyworks Solutions, Inc. is empowering the wireless networking
revolution. Our highly innovative analog semiconductors are
connecting people, places and things spanning a number of new and
previously unimagined applications within the automotive,
broadband, cellular infrastructure, connected home, industrial,
medical, military, smartphone, tablet and wearable markets.
Headquartered in Woburn, Massachusetts, Skyworks is a global
company with engineering, marketing, operations, sales and service
facilities located throughout Asia, Europe and North America. For
more information, please visit Skyworks’ website at:
www.skyworksinc.com.
Safe Harbor Statement
This news release includes “forward-looking statements” 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
relating to future results and expectations of Skyworks (e.g.,
statements regarding our operating model). 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. All such statements are subject to
certain risks, uncertainties and other important factors that could
cause actual results to differ materially and adversely from those
projected, and may affect our future operating results, financial
position and cash flows.
These risks, uncertainties and other important factors include,
but are not limited to: uncertainty regarding global economic and
financial market conditions; the susceptibility of the
semiconductor industry and the markets addressed by our, and our
customers’, products to economic downturns; the timing,
rescheduling or cancellation of significant customer orders and our
ability, as well as the ability of our customers, to manage
inventory; losses or curtailments of purchases or payments from key
customers, or the timing of customer inventory adjustments; the
availability and pricing of third-party semiconductor foundry,
assembly and test capacity, raw materials and supplier components;
changes in laws, regulations and/or policies that could adversely
affect either (i) the economy and our customers’ demand for our
products or (ii) the financial markets and our ability to raise
capital; our ability to develop, manufacture and market innovative
products in a highly price competitive and rapidly changing
technological environment; economic, social, military and
geo-political conditions in the countries in which we, our
customers or our suppliers operate, including security and health
risks, possible disruptions in transportation networks and
fluctuations in foreign currency exchange rates; fluctuations in
our manufacturing yields due to our complex and specialized
manufacturing processes; delays or disruptions in production due to
equipment maintenance, repairs and/or upgrades; our reliance on
several key customers for a large percentage of our sales;
fluctuations in the manufacturing yields of our third-party
semiconductor foundries and other problems or delays in the
fabrication, assembly, testing or delivery of our products; our
ability to timely and accurately predict market requirements and
evolving industry standards, and to identify opportunities in new
markets; uncertainties of litigation, including potential disputes
over intellectual property infringement and rights, as well as
payments related to the licensing and/or sale of such rights; our
ability to rapidly develop new products and avoid product
obsolescence; our ability to retain, recruit and hire key
executives, technical personnel and other employees in the
positions and numbers, with the experience and capabilities, and at
the compensation levels needed to implement our business and
product plans; lengthy product development cycles that impact the
timing of new product introductions; unfavorable changes in product
mix; the quality of our products and any remediation costs;
shorter-than-expected product life cycles; problems or delays that
we may face in shifting our products to smaller geometry process
technologies and in achieving higher levels of design integration;
our ability to continue to grow and maintain an intellectual
property portfolio and obtain needed licenses from third parties;
and our ability to collect the termination fee, as well as other
risks and uncertainties, including, but not limited to, those
detailed from time to time in our filings with the Securities and
Exchange Commission.
The forward-looking statements contained in this news release
are made only as of the date hereof, and we undertake no obligation
to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
Note to Editors: Skyworks and Skyworks Solutions are trademarks
or registered trademarks of Skyworks Solutions, Inc. or its
subsidiaries in the United States and in other countries. All other
brands and names listed are trademarks of their respective
companies.
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version on businesswire.com: http://www.businesswire.com/news/home/20151123006417/en/
Skyworks Media Relations:Pilar Barrigas, (949)
231-3061orSkyworks Investor Relations:Stephen Ferranti,
(781) 376-3056
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