e425
Filed by Skyworks Solutions, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject
Company: Advanced Analogic Technologies Incorporated
Commission File No.: 000-51349
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Skyworks Media Relations:
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Skyworks Investor Relations: |
Pilar Barrigas
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Stephen Ferranti |
949-231-3061
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781-376-3056 |
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AnalogicTech Public Relations:
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AnalogicTech Investor Relations: |
The Blueshirt Group
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Ashok Chandran |
Lisa Laukkanen
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408-330-1400 |
408-737-4788 |
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Skyworks to Acquire Power Management Innovator
Advanced Analogic Technologies
Expands Portfolio with Leading Edge Analog Products and
Accelerates Entry into Adjacent Vertical Markets; Immediately Accretive Post-Closing
WOBURN, Mass. and SANTA CLARA, Calif. May 26, 2011 Skyworks Solutions, Inc. (NASDAQ:
SWKS), an innovator of high reliability analog and mixed signal semiconductors enabling a broad
range of end markets, today signed a definitive agreement to purchase Advanced Analogic
Technologies Incorporated (NASDAQ: AATI), an analog semiconductor company focused on enabling
energy-efficient devices for consumer electronics, computing and communications markets. This
acquisition expands Skyworks portfolio with highly complementary analog semiconductor products
including battery chargers, DC/DC converters, voltage regulators and LED drivers. The analog power
management market is expected to grow to $12.1 billion in 2014, up from $9.9 billion in 2010
according to Gartner market research.
Skyworks acquisition of Advanced Analogic Technologies will enable us to further capitalize
on our strong smart phone, tablet, set-top box and infrastructure positions with an expanded and
differentiated product portfolio while accelerating our entry into new vertical markets, said
David J. Aldrich, president and chief executive
officer of Skyworks. At a higher level, analog power management semiconductors
-more-
AATI Acquisition
represent a
strategic growth market for Skyworks as our customers increasingly demand both ubiquitous wireless
connectivity and power optimization across seemingly every kind of electronic platform. With
Advanced Analogic Technologies, Skyworks will be well positioned to address these massive twin
market opportunities leveraging our broad customer relationships, innovative product portfolios and
increasing operational scale.
The Advanced Analogic Technologies team is excited to be joining forces with Skyworks given
their leadership market positions coupled with scale advantages, said Richard K. Williams,
president, chief executive officer and chief technical officer of Advanced Analogic Technologies.
Both companies share a common vision of the enormity and growth potential of the analog
semiconductor market. Together, we can better address our customers demand for highly integrated
power management solutions across a broader range of markets and applications. We believe this
transaction will benefit our customers, employees and, most importantly, our shareholders.
Skyworks has entered into a definitive agreement to acquire Advanced Analogic Technologies for
a nominal price of $6.13 per share, representing a 52 percent premium to Advanced Analogic
Technologies 30-day trailing average. The $6.13 nominal share price consists of $3.68 per share
in cash and .08725 of a share of Skyworks common stock for each outstanding share of Advanced
Analogic Technologies common stock. The amount of stock is based upon the average closing price of
Skyworks common stock over the 30-trading days prior to May 26, 2011. At that average price, the
stock component of the price has a nominal value of $2.45. The value of the stock component will
be tested again at closing, based on the average closing price of Skyworks common stock during the
five trading days prior to the closing. If the average pre-closing value is lower than $2.45, the
amount of cash per share will be increased by the difference, and if the average pre-closing value
is higher than $2.45, the amount of cash per share will be reduced by the difference, to maintain a
calculated nominal value of $6.13 per Advanced Analogic Technologies share in either case.
The transaction is subject to approval by Advanced Analogic Technologies shareholders. The
transaction is also subject to other customary closing conditions, including the receipt of
applicable regulatory approvals. Excluding any non-recurring
acquisition related charges and amortization of acquired intangibles, Skyworks expects
AATI Acquisition
the
acquisition to be immediately accretive to non-GAAP earnings post-closing and will finalize
estimates of the transactions financial impact, as well as the accounting for the transaction,
upon deal close.
Skyworks Conference Call
Skyworks will be hosting a conference call today, May 26, at 5:30 p.m. Eastern time to discuss
the acquisition. To listen to the conference call via the Internet, please visit the investor
relations section of Skyworks Web site. To listen to the conference call via telephone, please
call 888-600-4864 (domestic) or 913-312-1521 (international), confirmation code: 9709055.
Playback of the conference call will begin at 8:30 p.m. Eastern time on May 26, and end at
9:00 p.m. Eastern time on June 2. The replay will be available on Skyworks Web site or by calling
888-203-1112 (domestic) or 719-457-0820 (international), pass code: 9709055.
About Advanced Analogic Technolgies
Advanced
Analogic Technologies Incorporated (AATI), or AnalogicTech, develops advanced semiconductor
system solutions that play a key role in the continuing evolution of feature-rich, energy efficient
electronic devices. The company focuses on addressing the application-specific power management
needs of consumer devices such as mobile handsets, digital cameras,
tablets, notebooks, TV and LCD displays as well
as devices in a broad range of industrial, medical and telecom applications. AATI also licenses
device, process, package, and application-related technologies. Headquartered in Silicon Valley,
AATI has design centers in Santa Clara and Shanghai, and Asia-based operations and logistics. For
more information, please visit www.analogictech.com
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability analog and mixed signal
semiconductors. Leveraging core technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure, energy management, industrial,
medical, military and mobile handset applications. The Companys portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF
subsystems, mixers/demodulators, phase shifters, PLLs/synthesizers/VCOs, power dividers/combiners,
receivers, switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with engineering, manufacturing, sales
and service facilities throughout Asia, Europe and North America. For more information, please
visit Skyworks Web site 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 (including without limitation certain projections and business trends).
Forward-looking statements can
often be identified by words such as anticipates, expects, forecasts, intends,
believes, plans,
AATI Acquisition
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:
whether we are able to satisfy the closing conditions and close our acquisition of SiGe
Semiconductor and/or Advanced Analogic Technologies; whether we are able to successfully integrate
SiGe Semiconductors and/or Advanced Analogic Technologies operations; uncertainty regarding
global economic and financial market conditions; the susceptibility of the wireless 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 in the United States that could adversely
affect 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 and 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; and our ability to continue to grow and maintain an intellectual property portfolio
and obtain needed licenses from third parties, 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.
These forward-looking statements 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.
Additional Information about the Transaction and Where to Find It
Skyworks plans to file with the Securities and Exchange Commission (SEC) Registration
Statements on Form S-4 and S-8 in connection with the transaction and Advanced Analogic
Technologies plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus
in connection with the transaction. The Registration Statements and the Proxy Statement/Prospectus
will contain important information about Skyworks, Advanced Analogic Technologies, the transaction
and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS
AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
AATI Acquisition
Investors and security holders will be able to obtain free copies of the Registration
Statements and the Proxy Statement/Prospectus and other documents filed with the SEC by Skyworks
and Advanced Analogic Technologies through the website maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the
Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks
Investor Relations at (949) 231-4700, or by accessing Skyworks investor relations website at
http://www.skyworksinc.com; or from Advanced Analogic Technologies by contacting Advanced Analogic
Technologies Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by
accessing Advanced Analogic Technologies investor relations website at
http://www.analogictech.com.
Participants in the Solicitation
Skyworks and Advanced Analogic Technologies, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information about the directors and executive
officers of Skyworks and Advanced Analogic Technologies are set forth in Skyworks and Advanced
Analogic Technologies most recent Form 10-K/A, which were filed with the SEC on January 31, 2011
and May 2, 2011, respectively, as well as Skyworks proxy statement dated, and filed with the SEC
on, April 7, 2011. Investors may obtain additional information regarding the interest of Skyworks
and its directors and officers, and Advanced Analogic Technologies and its directors and executive
officers in the proposed transaction, by reading the Registration Statements and Proxy
Statement/Prospectus regarding the transaction when it becomes available.
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