As filed with the Securities and Exchange Commission on September 9, 2011

Registration No. 333-174953

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Skyworks Solutions, Inc.

(Exact Name of Registrant as Specified in its Charter)

20 Sylvan Road, Woburn, Massachusetts 01801

(781) 376-3000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Mark V. B. Tremallo

Vice President, General Counsel and Secretary

Skyworks Solutions, Inc.

20 Sylvan Road

Woburn, Massachusetts 01801

(949) 231-4700

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With copies to:

 

Approximate date of commencement of the proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o

 

CALCULATION OF REGISTRATION FEE

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

 

SUBJECT TO COMPLETION — DATED SEPTEMBER 9, 2011

 

 

A Merger Proposal — Your Vote Is Very Important

 

To the Stockholders of Advanced Analogic Technologies Incorporated:

 

On May 26, 2011, the board of directors of Advanced Analogic Technologies Incorporated (“AATI”) unanimously approved a merger agreement among AATI, Skyworks Solutions, Inc. (“Skyworks”) and PowerCo Acquisition Corp. (“Merger Sub”) that contemplates the merger of Merger Sub with and into AATI, with AATI surviving the merger as a wholly owned subsidiary of Skyworks. AATI is sending you this proxy statement/prospectus to ask you to vote for the adoption of the merger agreement and the approval of the merger. If AATI stockholders adopt the merger agreement and approve the merger and the parties subsequently complete the merger, each outstanding share of AATI common stock will become the right to receive a combination of cash and Skyworks common stock with a nominal total combined value of $6.13, consisting of 0.08725 of a share of Skyworks common stock, par value $0.25 per share (the “stock consideration”), and cash (the “cash consideration” and, together with the stock consideration, the “merger consideration”) in the initial calculated amount of $3.68, without interest, less applicable withholding taxes, and subject to adjustment as provided in the merger agreement and further described in the proxy statement/prospectus. Under certain circumstances described in further detail in this proxy statement/prospectus, Skyworks has the right to pay the entire $6.13 in cash, and in that event, AATI stockholders would not receive any shares of Skyworks common stock in the merger for their outstanding shares of AATI common stock, and would instead receive $6.13 entirely in cash.

 

After careful consideration, AATI’s board of directors has unanimously determined that it is advisable and in the best interests of the stockholders of AATI for AATI to enter into the merger agreement and to consummate the merger and the transactions contemplated by the merger agreement, and that the merger consideration provided in the merger agreement is fair to the stockholders of AATI who will be entitled to receive such merger consideration. AATI’s board of directors unanimously recommends that you vote “FOR” the adoption of the merger agreement and approval of the merger. The merger cannot be completed unless the holders of at least a majority of all the votes entitled to be cast by holders of outstanding shares of AATI common stock vote to adopt the merger agreement and approve the merger.

 

Whether or not you plan to attend the special meeting of stockholders, please take time to vote over the Internet, by telephone or by completing the enclosed proxy card and mailing it in accordance with the instructions on the card. THE FAILURE OF ANY STOCKHOLDER TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE BY THAT STOCKHOLDER AGAINST THE ADOPTION OF THE MERGER AGREEMENT AND AGAINST APPROVAL OF THE MERGER. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE REQUEST THAT YOU COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET PRIOR TO THE SPECIAL MEETING TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE SPECIAL MEETING. AATI common stock and Skyworks common stock trade on The Nasdaq Global Select Market under the symbols “AATI” and “SWKS,” respectively.

The accompanying proxy statement/prospectus provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus. You are encouraged to read carefully the accompanying proxy statement/prospectus in its entirety including the section entitled “Risk Factors” beginning on page 13. You may also obtain more information about AATI and Skyworks from documents that each has filed with the Securities and Exchange Commission.

 

Thank you in advance for your continued support and your consideration of this matter.

 

Sincerely,

 

Richard K. Williams

President, CEO and Chief Technical Officer

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

This proxy statement/prospectus is dated [ • ], 2011, and is first being mailed to stockholders on or about [ • ], 2011.

SOURCES OF ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates by reference important business and financial information about Skyworks and AATI from documents that each company has filed with the Securities and Exchange Commission (the “SEC”) but which have not been included in or delivered with this proxy statement/prospectus. For a list of documents incorporated by reference into this proxy statement/prospectus and how you may obtain them, see “Where You Can Find More Information” beginning on page 109. This information is available to you without charge upon your written or oral request. You can also obtain the documents incorporated by reference into this proxy statement/prospectus by accessing the SEC’s website at http://www.sec.gov. In addition, Skyworks’ filings with the SEC are available to the public on Skyworks’ website, www.skyworksinc.com, and AATI’s filings with the SEC are available to the public on AATI’s website, www.analogictech.com. Except as expressly set forth in the section entitled “Where You Can Find More Information,” beginning on page 109, information contained on Skyworks’ website, AATI’s website or the website of any other person is not incorporated by reference into this proxy statement/prospectus, and you should not consider information contained on those websites as part of this proxy statement/prospectus.

 

Skyworks and AATI will provide you with copies of their respective documents incorporated by reference into this proxy statement/prospectus, without charge, if you so request from:

 

 

If you wish to obtain any of these documents from Skyworks or AATI, you should make your request no later than [ • ], 2011, which is five business days before the special meeting, to ensure timely delivery before the special meeting.

 

Information contained in this proxy statement/prospectus regarding Skyworks has been provided by, and is the responsibility of, Skyworks, and information contained in this proxy statement/prospectus regarding AATI has been provided by, and is the responsibility of, AATI. No one has been authorized to give you any other information, and neither Skyworks nor AATI take responsibility for any information that others may give you. This proxy statement/prospectus is dated [ • ], 2011. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date. Neither AATI’s mailing of this proxy statement/prospectus to AATI stockholders nor the issuance by Skyworks of common stock in connection with the merger shall create any implication to the contrary.

 

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

3230 Scott Boulevard

Santa Clara, CA 95054

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [ • ], 2011

 

NOTICE IS HEREBY GIVEN of a special meeting of stockholders of Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”), to be held on [ • ], 2011, starting at [ • ] a.m. Pacific daylight time at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304, for the following purposes:

 

1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 26, 2011 (as it may be amended from time to time, the “merger agreement”), which provides for, among other things, the merger of PowerCo Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of Skyworks Solutions, Inc. (“Skyworks”), with and into AATI (the “merger”), with AATI surviving the merger as a wholly owned subsidiary of Skyworks, and the conversion of each share of AATI common stock outstanding immediately prior to the effective time of the merger (other than shares held in the treasury of AATI or owned, directly or indirectly, by Skyworks or Merger Sub or any subsidiary of AATI) into the right to receive a combination of cash and Skyworks common stock with a nominal aggregate combined value of $6.13 per share of AATI common stock, consisting of 0.08725 of a share of Skyworks common stock, par value $0.25 per share, and cash in an initial calculated amount of $3.68 (which is subject to adjustment up or down at the closing of the merger depending on the closing value of the stock consideration based on the average price of Skyworks common stock during a five-day pre-closing measurement period, as set forth in the merger agreement and the proxy statement/prospectus, which AATI urges AATI stockholders to read carefully);

 

2. To consider and vote on a non-binding, advisory proposal, to approve compensation arrangements for AATI’s named executive officers that are based on or otherwise relate to the merger, as described in the section of this proxy statement/prospectus entitled “The Merger — Interests of AATI’s Directors and Executive Officers in the Merger”;

 

3. To consider and vote on a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, for the purpose of soliciting additional proxies in the event there are insufficient votes at the time of the special meeting to adopt the merger agreement and to approve the merger; and

 

4. To consider and vote on such other business as may properly come before the special meeting by or at the direction of the AATI board of directors or any adjournment or postponement of the special meeting.

 

Only stockholders of record at the close of business on August 19, 2011, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting and at any adjournment or postponement thereof (unless the board of directors fixes a new record date for any such postponed or adjourned meeting). Each stockholder is entitled to one vote for each share of AATI common stock held by such stockholder of record as of the close of business on the record date.

 

THE AATI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL OF THE MERGER, “FOR” THE NON-BINDING, ADVISORY PROPOSAL REGARDING MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION ARRANGEMENTS AND “FOR” THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES.

 

By Order of the Board of Directors,

 

Joseph Hollinger

General Counsel and Secretary [ • ], 2011

 

Regardless of whether you plan to attend the special meeting in person, AATI requests that you complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or over the Internet prior to the special meeting to ensure that your shares will be voted at the special meeting. If you have Internet access, AATI encourages you to vote over the Internet. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the adoption of the merger agreement and approval of the merger “FOR” the non-binding, advisory proposal regarding merger-related named executive officer compensation arrangements and “FOR” the adjournment of the special meeting for the purpose of soliciting additional proxies. If you attend the special meeting in person, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card or voted over the Internet or by telephone. Your prompt attention is greatly appreciated. YOUR VOTE IS IMPORTANT!

 

TABLE OF CONTENTS

 

 

The following questions and answers are intended to address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, as well as the additional documents to which this proxy statement/prospectus refers or which it incorporates by reference, including the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. See “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

501 Madison Avenue, 20th Floor,
New York, NY 10022
Stockholders may call toll-free: 888-750-5834
Banks and Brokers may call collect: 212-750-5833

 

AATI is not responsible for the accuracy of any information provided by or relating to Skyworks contained in any proxy solicitation materials made available by or on behalf of Skyworks or any other statements that Skyworks may otherwise make. Skyworks is not responsible for the accuracy of any information provided by or relating to AATI contained in any proxy solicitation materials made available by or on behalf of AATI or any other statements that AATI may otherwise make.

 

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

	•	if Skyworks’ average reported last sale price in the pre-closing measurement period is $19.71 (the average last sale price of Skyworks common stock (at the 4 p.m. Eastern Time end of Nasdaq regular trading hours) over the five-trading-day measurement period ending on August 26, 2011), Skyworks will have the right to elect to pay the entire $6.13 in cash. If Skyworks elects not to pay the entire $6.13 in cash and instead to pay the merger consideration using a mix of cash and stock, then the closing value of the stock consideration would be $1.72 and the cash amount would increase by $0.73 (the amount of the shortfall between $1.72 and $2.45), from $3.68 to $4.41; and
	•	if Skyworks’ average reported last sale price in the pre-closing measurement period is $30.00, then the closing value of the stock consideration would be $2.62 and the cash amount would decrease by $0.17 (the amount of the excess of $2.62 over $2.45), from $3.68 to $3.51.

	•	Each outstanding option to purchase shares of AATI common stock (“AATI option”) will be assumed and converted into an option to purchase shares of Skyworks common stock (a “Skyworks option”), on the same terms and conditions as were applicable immediately prior to the effective time of the merger, but taking into account any acceleration of vesting that applies in connection with the merger. The number of shares of Skyworks common stock subject to each assumed AATI option will be equal to the number of shares of AATI common stock subject to the assumed AATI option immediately prior to the effective time of the merger, multiplied by the option conversion ratio, rounded down, if necessary, to the nearest whole share of Skyworks common stock. The new Skyworks option will have an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of AATI common stock divided by the option conversion ratio. The “option conversion ratio” is defined as $6.13 divided by the average last reported sale price of Skyworks common stock (at the 4 p.m. Eastern Time end of Nasdaq regular trading hours) on the five full trading days ending on the trading day immediately prior to the date on which the effective time of the merger occurs.

	•	Each award of AATI restricted stock units (“RSUs”) that is outstanding immediately before the effective time of the merger and that is to be settled in AATI common stock will be assumed by Skyworks and will be converted into a restricted stock unit to acquire that number of shares of Skyworks common stock equal to the product obtained by multiplying (x) the number of shares of AATI common stock subject to such RSU and (y) the option conversion ratio, rounded down to the nearest whole share of Skyworks common stock. Each assumed RSU will otherwise be subject to the same terms and conditions (including as to vesting) as were applicable to the AATI RSUs immediately prior to the effective time of the merger.

				Number of Restricted Stock
Name		Title		Units Granted on May 26, 2011
Richard K. Williams		President, Chief Executive Officer and Chief Technical Officer			60,000
Ashok Chandran		Vice President, Chief Accounting Officer and interim Chief Financial Officer			75,000
Jun-Wei Chen		Vice President of Technology			5,000
Samuel Anderson		Chairman of the Board of Directors			240,000
Jaff Lin		Director			60,000

	•	the adoption of the merger agreement and the approval of the merger by AATI’s stockholders;
	•	the expiration or termination of the applicable waiting periods under the HSR Act, if any, and applicable foreign laws;
	•	the receipt of all approvals of, and the completion of all filings with, any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement, the expiration or termination of all waiting periods, and the absence of any material condition to the receipt or issuance of such approvals or the expiration or termination of those waiting periods;
	•	the absence of any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation by any governmental entity which is in effect and which has the effect of making the merger illegal or otherwise prohibiting or imposing any material condition on the consummation of the merger or the other transactions contemplated by the merger agreement;
	•	the filing with Nasdaq (if required) of a notification for listing of the shares of Skyworks common stock to be issued in the merger; and
	•	the effectiveness under the Securities Act, of the registration statement, of which this proxy statement/prospectus forms a part, and the absence of any pending or threatened stop order suspending the effectiveness of such registration statement.

	•	the accuracy of AATI’s representations and warranties to the extent required by the merger agreement;
	•	AATI’s performance, in all material respects, of all obligations required to be performed by AATI under the merger agreement at or prior to the closing;
	•	the absence of any instituted or pending action or proceeding by any governmental entity (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Skyworks or any of its subsidiaries of all or any portion of their business or of the business of AATI or any of its subsidiaries,

		or to compel Skyworks or any of its subsidiaries to dispose of or hold separate all or any portion of their business or assets or of the business or assets of AATI or any of its subsidiaries or (ii) seeking to impose or confirm limitations on the ability of Skyworks or any of its subsidiaries effectively to exercise full rights of ownership of the shares of AATI common stock or (iii) seeking to require divestiture by Skyworks or any of its subsidiaries of any AATI common shares;

	•	receipt of the resignations of the directors of AATI and its subsidiaries, and transfer of any shares of any AATI subsidiary owned by any current or former AATI director, officer or employee to a designee of Skyworks;
	•	the absence of any pending challenge by AATI’s president, chief executive officer and chief technical officer, Mr. Richard K. Williams, to his noncompetition agreement with Skyworks or any other action by him to invalidate or repudiate that noncompetition agreement; and
	•	the absence of any change, event, circumstance, development or effect that, either individually or in the aggregate, has had, or is reasonably likely to have, a material adverse effect on AATI.

	•	Skyworks’ performance, in all material respects, of all obligations required to be performed by Skyworks under the merger agreement at or prior to the closing; and
	•	the accuracy of Skyworks’ representations and warranties to the extent required by the merger agreement.

 

 

In addition to the risks described in Item 1A of Skyworks’ Form 10-Q for the fiscal quarter ended July 1, 2011, filed with the SEC on August 9, 2011, Item 1A of Skyworks’ Form 10-Q for the fiscal quarter ended April 1, 2011, filed with the SEC on May 11, 2011, in Item 1A of Skyworks’ Form 10-Q for the fiscal quarter ended December 31, 2010, filed with the SEC on February 8, 2011, in Item 1A of Skyworks’ Form 10-K for the fiscal year ended October 1, 2010, filed with the SEC on November 29, 2010 and amended by Amendment No. 1 thereto filed with the SEC on January 31, 2011, in Item 1A of AATI’s Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011, in Item 1A of AATI’s Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 3, 2011, and in Item 1A of AATI’s Form 10-K for the year ended December 31, 2010, filed with the SEC on February 25, 2011, as amended by Amendment No. 1 thereto filed with the SEC on May 2, 2011, and the risks described in the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote:

 

The stock prices of Skyworks and AATI may be adversely affected if the merger is not completed.

 

Completion of the merger is subject to certain closing conditions, including, among others, obtaining requisite regulatory approvals and the approval of AATI’s stockholders. Skyworks and AATI may be unable to obtain such approvals on a timely basis or at all. Other closing conditions may not be satisfied. If the merger is not completed, the prices of Skyworks common stock and AATI common stock may decline to the extent that the current market prices of Skyworks common stock and AATI common stock reflect a market assumption that the merger will be completed and to the extent that the businesses of Skyworks and AATI are adversely affected if the merger is not completed. The share price of AATI’s common stock might also drop if non-completion of the merger resulted from an adverse effect on AATI’s business.

 

AATI will be subject to business uncertainties while the merger is pending.

 

Uncertainty about the effect of the merger on employees, customers, suppliers and other business partners may have an adverse effect on AATI and consequently on Skyworks following the merger. These uncertainties could cause customers, suppliers, business partners and others that deal with AATI to defer entering into contracts with AATI or making other decisions concerning AATI or seek to change existing business relationships with AATI. In addition, except as expressly permitted by the merger agreement or as required by applicable law, subject to certain exceptions, until the effective time of the merger, the merger agreement restricts AATI’s ability to take certain action and engage in certain transactions, as described under “The Merger Agreement — Covenants Regarding Conduct of Business by AATI Prior to the Merger.”

 

Any delay in completing the merger may substantially reduce the benefits that Skyworks and AATI expect to obtain from the merger.

 

In addition to the expiration or termination of the applicable waiting period under the HSR Act, the merger is subject to a number of other conditions beyond the control of Skyworks and AATI that may prevent, delay or otherwise materially adversely affect its completion. See “The Merger Agreement — Conditions to the Merger.” There can be no assurance that all conditions will be satisfied, and Skyworks and AATI cannot predict whether or when the conditions required to complete the merger will be satisfied. The requirements for obtaining required approvals could delay the effective time of the merger for a significant period of time or prevent it from occurring at all. Moreover, each of Skyworks and AATI may terminate the merger agreement if the merger is not consummated by December 31, 2011. See “The Merger Agreement — Termination of the Merger Agreement.” Any delay in completing the merger may materially adversely affect the synergies and other benefits that Skyworks and AATI expect to achieve if they complete merger and the integration of the companies’ respective businesses within the expected time frame.

The businesses of Skyworks and AATI may be adversely affected if the merger is not completed.

 

If the merger is not completed, the respective ongoing businesses of Skyworks and AATI may be adversely affected and Skyworks and AATI will be subject to several risks and consequences, including the following:

 

 

In addition, there may be uncertainty surrounding the future direction of the businesses and strategy of Skyworks or AATI on a standalone basis, and Skyworks or AATI may experience negative reactions from the financial markets and from their respective employees, customers, suppliers and other business partners. Skyworks and AATI could be subject to litigation related to any failure to complete the merger, or to enforcement proceedings commenced against Skyworks or AATI to perform their respective obligations under the merger agreement. If the merger is not completed, Skyworks and AATI cannot assure their respective stockholders that the risks described above will not materialize and will not materially adversely affect the business, financial condition, results of operations and stock prices of Skyworks or AATI. Moreover, as AATI and Skyworks dedicate resources and attention to the merger and subsequent integration, each company’s competitors may exploit the opportunity to improve the position of their businesses and gain market share.

 

AATI has limited rights to terminate the merger agreement and may not terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal to acquire AATI except in connection with a change in the AATI board’s recommendation in favor of the merger made before AATI stockholders have adopted the merger agreement and approved the merger. If AATI exercises its rights to terminate the merger agreement, AATI may in certain circumstances be required to pay a termination fee to Skyworks.

 

In the merger agreement, AATI has agreed not to directly or indirectly solicit, initiate, knowingly encourage or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a proposal to acquire 10% or more of AATI or its assets, whether by merger, consolidation, dissolution, sale of assets, tender offer, recapitalization, share exchange, other business combination, or issuance of equity securities, or in any other manner. In addition, AATI has agreed not to enter into, continue or otherwise participate in any discussions or negotiations regarding such an acquisition proposal, or to furnish to any person any information with respect to such an acquisition proposal, or to assist or participate in any effort or attempt by any person with respect to such an acquisition proposal, or otherwise to cooperate in any way with, such an acquisition proposal. AATI has also agreed to cause its subsidiaries and its and their directors, officers and employees not to take any of the actions described above, and to use its reasonable best efforts to cause its investment bankers, attorneys, accountants and other advisors and representatives not to take any of these actions. AATI has also agreed not to enter into any acquisition agreement, merger agreement or similar agreement (including any letter of intent, memorandum of understanding, or agreement in principle) constituting or relating to an acquisition proposal.

 

If AATI receives an unsolicited superior proposal to acquire AATI, and if certain other conditions and requirements are met, the AATI board of directors may terminate the merger agreement to concurrently enter into a definitive agreement to effect an unsolicited superior proposal. But in such a case, AATI is required to

pay a termination fee of $8.5 million to Skyworks. See “The Merger Agreement — No Solicitation,” “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Transaction Fees and Expenses; Termination Fee.”

 

In addition, if AATI stockholders have not yet adopted the merger agreement, AATI may take certain otherwise prohibited actions in response to an unsolicited proposal from a third party that constitutes (or that the AATI board of directors determines in good faith, after consultation with outside legal counsel and its independent financial advisors, is reasonable likely to lead to) a superior proposal, to the extent that the fiduciary obligations of the AATI board of directors require (as determined in good faith by AATI’s board of directors after consulting with outside counsel). But the proposal cannot be the result of a breach by AATI of the “no-shop” restrictions described above.

 

To qualify as a superior proposal, the proposal must be an unsolicited, bona fide written proposal from a third party to acquire more than 50% of the equity securities or assets of AATI and its subsidiaries, and AATI’s board of directors must determine in its good faith judgment, after consultation with a nationally recognized independent financial advisor, that the terms of the proposal are more favorable to AATI common stockholders than the transactions contemplated by the merger agreement, taking into account all the terms and conditions of the proposal and the merger agreement (including any proposal by Skyworks to amend the terms of the merger agreement). AATI’s board of directors must also determine that the terms of the other proposal are reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal. No proposal will qualify as a superior proposal if any financing required to consummate the proposal is not committed.

 

Subject to the exception described below, the merger agreement prohibits AATI’s board of directors from withholding, withdrawing, amending, changing, qualifying or modifying its recommendation in favor of the merger in a manner adverse to Skyworks, or publicly proposing to withhold, withdraw, amend, change, qualify or modify its recommendation in favor of the merger in a manner adverse to Skyworks. With a limited exception, the merger agreement also prohibits AATI’s board of directors from approving, adopting or recommending to AATI stockholders any other acquisition proposal, or publicly (or in a manner designed to become public) proposing to approve, adopt or recommend any other acquisition proposal to AATI stockholders, or making any public statement in connection with a tender offer or exchange offer for AATI shares (other than a “stop, look and listen” communication by the AATI board pursuant to federal securities law), unless the statement includes a reaffirmation of the AATI board’s recommendation in favor of the merger.

 

Notwithstanding these limitations, the merger agreement allows AATI’s board of directors to change its recommendation in favor of the merger and support an alternative acquisition proposal if the following conditions apply:

 

 

 

If these conditions are satisfied, the merger agreement also allows AATI to terminate the merger agreement and enter into an agreement with another party after paying a termination fee of $8.5 million to Skyworks.

 

These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of AATI from considering or proposing an acquisition even if it were prepared to pay consideration with a higher value than the consideration offered in connection with the merger, or might result in a potential competing acquirer proposing to pay a less valuable per share consideration to acquire AATI than it might otherwise have proposed to pay.

 

Some of AATI’s officers and directors have interests in the merger that are different from, and in addition to, your interests and will directly benefit from the merger.

 

Some of the directors of AATI who recommend that you vote in favor of the proposals to be considered at the special meeting of AATI stockholders, and the officers of AATI who provided information to AATI’s board of directors relating to the merger and the other transactions contemplated by the merger agreement, have rights to acceleration of the vesting of their equity-based awards, to ongoing indemnification and insurance, and, in the case of the officers of AATI, to severance and other benefits in the case of termination of employment or non-renewal of employment agreements upon the consummation of the merger, that provide them with interests in the transaction that may differ from, or be in addition to, those of AATI’s stockholders. The receipt of compensation or other benefits in connection with the transaction might result in these directors and officers being more likely to support and vote to adopt the merger agreement and approve the merger than if they did not have these interests. AATI stockholders should consider whether their interests and benefits might have influenced these directors and officers to support or recommend adoption of the merger agreement and approval of the merger. See the section entitled “The Merger — Interests of AATI’s Directors and Executive Officers in the Merger” for a further description of these interests.

 

Uncertainties associated with the merger may cause a loss of employees and may otherwise affect the future business and operations of Skyworks.

 

Skyworks’ success after the merger will depend in part upon its ability to retain key employees of Skyworks and AATI. Prior to the merger, employees of Skyworks or AATI may experience uncertainty about their roles with Skyworks following the merger. Employees of AATI who are retained by Skyworks following the merger may also experience similar uncertainty after the completion of the merger. This may adversely affect the ability of each of Skyworks and AATI to retain key management, sales, technical and other personnel. Key employees of AATI and Skyworks may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Skyworks following the merger. As a result, Skyworks may not be able to attract or retain key employees of Skyworks and AATI following the merger to the same extent that Skyworks and AATI have been able to attract or retain their own employees in the past, which could have a negative impact on the business of Skyworks following the merger. If key employees depart, the integration of the companies may be more difficult, and Skyworks’ business following the merger could be materially harmed.

Combining the businesses of Skyworks and AATI may be more difficult, costly or time-consuming than expected, which may adversely affect Skyworks’ results of operations and adversely affect the value of Skyworks common stock following the merger.

 

Skyworks and AATI have entered into the merger agreement because they believe that the merger will be beneficial to the respective companies and their respective stockholders. The success of the merger will depend, in part, on Skyworks’ ability to realize the anticipated benefits from combining the businesses of Skyworks and AATI. To realize these anticipated benefits, Skyworks must successfully combine the businesses of Skyworks and AATI in an efficient and effective manner. If Skyworks is not able to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits and cost savings of the merger may not be realized fully, or at all, or may take longer to realize than expected, and the value of Skyworks common stock may be adversely affected.

 

Skyworks and AATI have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Skyworks’ or AATI’s ability to maintain relationships with customers, employees, suppliers and other business partners following the merger or to achieve the anticipated benefits of the merger. Specifically, issues that must be addressed in integrating the operations of AATI into Skyworks’ operations to realize the anticipated benefits of the merger include, among other things:

 

 

Integration efforts between the two companies will also divert management attention and resources. An inability to realize the full extent of the anticipated benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect upon Skyworks’ results of operations, which may affect adversely the value of Skyworks common stock after the completion of the merger.

 

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual synergies, if achieved at all, may be lower than what Skyworks expects and may take longer to achieve than anticipated. If Skyworks is not able to address these challenges adequately, Skyworks may be unable to successfully integrate AATI’s operations into its own operations or to realize the anticipated benefits of the integration of the two companies.

 

Because the market value of the Skyworks common stock that AATI stockholders could receive in the merger may fluctuate, AATI stockholders cannot be sure of the exact amount of cash they will receive or the exact market value of the Skyworks common stock they will receive, if any, upon completion of the merger.

 

Upon completion of the merger, each outstanding share of AATI common stock (except for shares of AATI common stock held directly or indirectly by Skyworks, Merger Sub or any wholly owned subsidiary of Skyworks or AATI, and except for shares of AATI common stock held by stockholders exercising dissenter’s rights) will automatically become the right to receive an aggregate of $6.13 per share. If Skyworks does not have the right to pay, or does not elect to pay, the entire $6.13 per share in cash (as described in further detail below), the $6.13 per share will be payable in the form of 0.08725 of a share of Skyworks common stock (the “stock consideration”) and an adjustable cash amount in the initial calculated amount of $3.68 (the “cash consideration” and, together with the stock consideration, the “merger consideration”), without interest and less applicable withholding taxes. The amount of stock was based on the average last sale price of Skyworks common stock (at the 4 p.m. Eastern Time end of Nasdaq regular trading hours) over the 30-trading days prior to May 26, 2011. At that average price,

the stock consideration had a nominal value of $2.45 and the nominal aggregate combined value of the cash consideration and the stock consideration was $6.13. The final cash consideration will depend on the closing value of the stock consideration, calculated on the basis of Skyworks’ average reported last sale price in regular Nasdaq trading during a five-trading-day measurement period preceding the closing of the merger. If the closing value of the stock consideration is less than $2.45, the cash consideration will increase by the amount of the shortfall. If the closing value of the stock consideration is more than $2.45, the cash consideration will decrease by the amount of the excess. And if the closing value of the stock consideration is exactly $2.45, the cash consideration will remain unchanged at $3.68. In each case, the merger consideration will maintain a constant nominal aggregate combined value of $6.13 per share of AATI common stock.

 

In addition, you should note that if Skyworks’ average last reported sale price during the pre-closing measurement period is less than $21.00, Skyworks has the right to pay the entire $6.13 in cash, and in that event, AATI stockholders would not receive any shares of Skyworks common stock in the merger for their outstanding shares of AATI common stock, and would instead receive $6.13 entirely in cash.

 

For example:

 

 

As a result of these adjustments and provisions, AATI stockholders will not capture or suffer the full economic consequences (whether positive or negative) that may result from changes in the trading price of Skyworks common stock between May 26, 2011, the date of the merger agreement, and their receipt of Skyworks common stock in the merger.

 

In addition, the exact market value of the shares of Skyworks common stock that AATI stockholders receive in the merger will depend on the market value of shares of Skyworks common stock at the time they actually receive those shares and could vary significantly from the market value of shares of Skyworks common stock on the date the merger agreement was executed, the date of this proxy statement/prospectus, or the date of the special meeting, and could also vary significantly from any of the average prices used in the calculations of the stock consideration and the cash consideration.

 

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Skyworks’ and AATI’s businesses, operations, financial results and prospects, regulatory considerations and related developments. Many of these factors are beyond either party’s control. As a result, the value represented by the stock consideration portion of the merger consideration may also vary. For example, based on the range of closing prices of Skyworks common stock during the period from May 25, 2011, the last complete trading day before the day Skyworks and AATI announced the execution of the merger agreement, through [ • ], 2011, the latest practicable date before the date of this proxy statement/prospectus, the stock consideration portion of the merger consideration represented a value ranging from a high of approximately $[ • ] to a low of approximately $[ • ] for each share of AATI common stock. Because the merger will not be consummated prior to the special meeting, at the time of the special meeting you will not know the market value of Skyworks common stock that you will receive upon completion of the merger, and the market value of Skyworks common stock will continue to fluctuate following the merger. Skyworks and AATI recommend that you obtain current market quotations for Skyworks common stock and AATI common stock before voting at the special meeting. See the section entitled “Comparative Per Share Market Price and Dividend Information.”

Because the exact amount of cash you will receive for each of your shares of AATI common stock in the merger depends on the market price of Skyworks common stock during a measurement period that ends after the special meeting of AATI stockholders and after the deadline for AATI stockholders to vote on the proposal to approve the merger, you will not know exactly how much cash you will receive when you vote on the proposal to approve the merger.

 

The exact amount of cash that you will receive for each of your shares of AATI common stock may be more or less than $3.68, and will depend on the average last reported sale price of Skyworks common stock during the five-trading-day measurement period ending on the day before the closing of the merger. At least part (if not all) of the five-trading-day measurement period will be after the special meeting of AATI stockholders and after you vote on the merger. As a result, you will need to decide how to vote on the proposal to approve the merger without knowing the exact amount of cash you will receive. See “The Merger Agreement — The Merger Consideration.”

 

Because Skyworks has the right to pay the entire $6.13 merger consideration in cash under certain circumstances, and because these circumstances will only become known after the special meeting of AATI stockholders and after the deadline for AATI stockholders to vote on the proposal to approve the merger, you will need to vote on the proposal to approve merger without knowing whether Skyworks will have the right to pay the entire $6.13 merger consideration in cash, whether Skyworks would choose to exercise that right, and whether you will receive a mix of cash and Skyworks stock, or all cash and no stock, in the merger.

 

If the average last reported sale price of Skyworks common stock during the five trading-day measurement period ending on the day before the closing of the merger is less than $21.00, the merger agreement gives Skyworks the right to pay the entire $6.13 merger consideration in cash. The average last sale price of Skyworks common stock (at the 4 p.m. Eastern Time end of Nasdaq regular trading hours) over the five-trading-day measurement period ending on August 26, 2011 is $19.71, which is less than the $21.00 threshold. If Skyworks’ average reported last sale price in the pre-closing measurement period is $19.71, Skyworks will have the right to pay the entire $6.13 in cash. If Skyworks exercises this right, AATI stockholders will not receive any shares of Skyworks common stock in the merger, and will instead receive $6.13 in cash for each of their shares of AATI common stock. Because the special meeting of AATI stockholders will occur before the end of the measurement period, you will need to decide how to vote on the proposal to approve the merger without knowing whether Skyworks will have or exercise the right to pay the entire $6.13 merger consideration in cash, and whether you will receive a mix of cash and Skyworks stock, or all cash and no stock, in the merger. See “The Merger Agreement — The Merger Consideration.”

 

The market price of Skyworks common stock after the merger may be affected by factors different from those affecting the shares of Skyworks and AATI common stock prior to the merger.

 

The businesses of Skyworks and AATI differ in many respects, including product offerings and relationships with customers and suppliers, and, accordingly, the results of operations of Skyworks following the merger and the market price of shares of Skyworks common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of AATI. For a discussion of the businesses of Skyworks and AATI and of certain factors to consider in connection with their respective businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information.” See the section entitled “Comparative Per Share Market Price and Dividend Information” for additional information on the historical market value of shares of Skyworks common stock and AATI common stock.

 

Skyworks and AATI will incur significant costs in connection with the merger.

 

Skyworks expects to incur approximately $[ • ] million of out-of-pocket costs associated with the merger, consisting primarily of financial, legal and accounting fees and expenses. Similarly, AATI expects to incur approximately $[ • ] million of out-of-pocket costs associated with the merger, consisting primarily of financial, legal and accounting fees and expenses. Skyworks also expects to incur non-recurring costs

associated with combining the operations of the two companies. Most of these costs will be comprised of facilities and systems consolidation costs and employment-related costs. Skyworks will also incur fees and costs related to formulating integration plans. Additional unanticipated costs may be incurred in the integration of the two companies’ businesses. Although Skyworks expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow Skyworks to offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

 

The merger may not be accretive and may cause dilution to Skyworks’ earnings per share, which may negatively affect the market price of Skyworks common stock.

 

Skyworks currently expects the acquisition of AATI to be immediately accretive to its earnings per share on a non-GAAP earnings basis (which, as presented by Skyworks, excludes stock compensation expense, restructuring-related charges, acquisition-related expenses, amortization of discount on convertible debt, and certain deferred executive compensation, as well as certain items related to the retirement of convertible debt, and certain tax items, which may not occur in all periods for which financial information is presented). This expectation is based on preliminary estimates, which may change materially. Skyworks may also encounter additional transaction-related costs or other factors such as the failure to realize all of the benefits anticipated in the merger. All of these factors could cause dilution to Skyworks’ adjusted non-GAAP earnings per share or decrease or delay the expected accretive effect of the merger and cause a decrease in the market price of Skyworks common stock.

 

Skyworks and AATI must obtain regulatory approvals to complete the merger, which, if delayed, not granted or granted with unacceptable conditions, may jeopardize or postpone the completion of the merger, result in additional expenditures of money and resources, reduce the anticipated benefits of the merger or adversely affect the stock prices of Skyworks and AATI.

 

Completion of the merger is subject to obtaining requisite regulatory approvals. Skyworks and AATI may be unable to obtain such approvals on a timely basis or at all, or such approvals may be obtained only with unacceptable conditions or costs. This may jeopardize or postpone the completion of the merger, result in additional expenditures of money and resources, reduce the benefits of the merger that Skyworks and AATI currently anticipate, or adversely affect the stock prices of Skyworks and AATI.

 

After the merger, AATI stockholders will exercise less influence over the management and policies of Skyworks than they do over AATI.

 

AATI stockholders currently have the right to vote in the election of the board of directors of AATI and on other matters affecting AATI. If the merger is completed and Skyworks pays the merger consideration using a mix of cash and stock, each AATI stockholder that receives shares of Skyworks common stock will become a stockholder of Skyworks with a percentage ownership of Skyworks that is much smaller than the stockholder’s current percentage ownership of AATI. For example, an AATI stockholder owning 10,000 shares of AATI common stock as of the date of this proxy statement/prospectus would have a percentage ownership of AATI immediately prior to the effective time of the merger of approximately .0199%, assuming that all outstanding vested options with an exercise price less than $6.13 are exercised, and that 50,332,069 shares of AATI common stock are outstanding immediately prior to the effective time of the merger. Such an AATI stockholder would receive 872 shares of Skyworks common stock in the merger, representing a percentage ownership of Skyworks of approximately 0.0005% immediately following the effective time of the merger, assuming that 183,443,947 shares of Skyworks common stock are outstanding immediately prior to the effective time of the merger and that 4,391,474 shares of Skyworks common stock are issued as stock consideration in the merger. It is expected that the former stockholders of AATI as a group will own approximately 3% or less of the outstanding shares of Skyworks, in the aggregate, immediately after the effective time of the merger, based upon the assumptions described above. No assurance can be given that the outstanding share numbers and percentages referenced above will be the actual outstanding share numbers and percentages as of the specified dates in the future. Such numbers are provided only for purposes of illustration. If the merger is completed and Skyworks’ average last reported sale price during the pre-closing measurement

period is less than $21.00, Skyworks has the right to pay the entire $6.13 in cash. If Skyworks elects to pay the entire $6.13 in cash, AATI stockholders will not receive any shares of Skyworks common stock in the merger for their outstanding shares of AATI common stock and AATI stockholders will have no right to vote in the election of the board of directors of Skyworks or on other matters affecting Skyworks. As illustrated above, following the effective time of the merger, AATI stockholders will have less influence or no influence over the management and policies of Skyworks as compared to the influence they now have over the management and policies of AATI.

 

If AATI stockholders receive shares of Skyworks common stock as a result of the merger, the shares of Skyworks common stock that they receive will have different rights than their shares of AATI common stock.

 

Upon completion of the merger, if AATI stockholders become Skyworks stockholders, their rights as stockholders will be governed by Skyworks’ amended and restated certificate of incorporation, Skyworks’ amended and restated bylaws, and Delaware law. Certain of the rights associated with AATI common stock are different from the rights associated with Skyworks common stock. See the section entitled “Comparison of Rights of AATI and Skyworks Stockholders” for a discussion of the different rights associated with Skyworks common stock.

 

Lawsuits are pending against AATI, the members of AATI’s board of directors, and Skyworks challenging the merger, and an adverse judgment or ruling in any lawsuit challenging the merger may prevent the merger from being completed within the expected timeframe, or at all.

 

AATI, certain of its directors, Skyworks and Merger Sub are parties to several lawsuits filed by third parties seeking equitable relief, including an injunction against the merger, and costs and expenses of the litigation, including attorneys’ fees, in connection with the merger agreement. The defendants consider the complaints to be without merit and intend to vigorously defend against them. See “The Merger — Litigation Related to the Merger.”

 

One of the conditions to the closing of the merger is the absence of any law, temporary restraining order, injunction, judgment, order or decree issued by any governmental entity that prohibits or makes illegal the consummation of the merger. As such, if the plaintiffs are successful in obtaining an injunction prohibiting AATI or Skyworks from consummating the merger on the agreed-upon terms, then such injunction may prevent the merger from being completed within the expected timeframe, or at all.

 

The financial results of the combined company may materially differ from the pro forma financial information and financial forecasts presented in this proxy statement/prospectus.

 

The pro forma financial information and financial forecasts presented in this proxy statement/prospectus reflect the estimates, assumptions and judgments made by management of Skyworks and AATI. These estimates, assumptions and judgments have affected the reported amounts of assets and liabilities as of the dates presented as well as revenue and expenses reported for the periods presented. The resolution of differences between the two companies’ accounting policies and methods, including estimates, assumptions and judgments, may result in materially different financial information than is presented in the pro forma financial statements and financial forecasts.

 

Following the merger, Skyworks and AATI will continue to have substantial revenue concentration in the handset and consumer markets which are subject to volatile changes in business conditions and in industry standards.

 

Both Skyworks and AATI have and will continue to have significant business in the handset and consumer market place following the merger. These markets are known for business volatility, rapidly evolving standards, aggressive competition, and strong seasonality. While both companies are executing diversification strategies to reduce their dependence on these markets on a percentage basis, there is no certainty if or when such diversification efforts will be successful.

Skyworks has recently completed another corporate acquisition, and the concurrent integration of two acquired businesses may affect Skyworks’ ability to integrate one or both of the two acquired companies successfully or extend the time required to complete their integration.

 

On June 10, 2011, Skyworks completed the acquisition of SiGe Semiconductor, Inc., a supplier of radio frequency (RF) front-end solutions that facilitate wireless multimedia across a wide range of applications. The integration of SiGe may not be complete when the merger closes. This would mean that Skyworks’ management would be integrating two corporate acquisitions simultaneously, in different businesses and in different locations. This might strain the capacities of Skyworks’ management, and might affect the success of integration efforts and result in longer integration time for the integration of AATI, SiGe or both companies. It might also result in distraction of management attention from other parts of Skyworks’ business. The completion of two acquisitions in a short period of time, one for cash (SiGe) and the other for a mix of cash and stock (AATI) will also reduce Skyworks’ cash on hand and may, at least temporarily and in the near term, reduce Skyworks’ ability to pursue other corporate acquisitions and strategic opportunities.

 

Skyworks may pursue other strategic transactions in the future, which could be difficult to implement, disrupt its business or change its business profile significantly.

 

Skyworks will continue to consider potential strategic transactions, which could involve acquisitions or dispositions of businesses or assets. Any future strategic transaction could involve numerous risks, including:

 

 

If Skyworks enters into significant strategic transactions in the future, related accounting charges may adversely affect its financial condition and results of operations, particularly in the case of any acquisitions. In addition, the financing of any significant acquisition may result in changes in its capital structure, including the incurrence of additional indebtedness and the dilution of its existing stockholders’ ownership.

 

The following table shows unaudited per share data regarding net income (loss) from operations, book value for Skyworks and AATI on a historical and pro forma combined basis. Neither Skyworks nor AATI have declared any dividends (cash or otherwise) during the periods presented. The pro forma book value information was computed as if the merger had been completed on July 1, 2011. The pro forma net income from operations information was computed as if the merger had been completed on October 3, 2009. The AATI pro forma equivalent information was calculated by multiplying the corresponding pro forma combined data by an exchange ratio of 0.08725 (as per the merger agreement) shares of Skyworks common stock issued in exchange for each outstanding share of AATI common stock. This information shows how each share of AATI common stock would have participated in the combined company’s income from operations and book value if the merger had been completed on the relevant dates. These amounts do not necessarily reflect expected future per share amounts of net income from operations and book value of the combined company.

 

The following unaudited comparative per share data are derived from the historical consolidated financial statements of each of Skyworks and AATI. Skyworks and AATI historical results have different year end dates and different interim period ending dates for each quarter. For further details regarding the basis of presentation see Note 1, Basis of Pro Forma Presentation of the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. The information below should be read in conjunction with the audited and unaudited consolidated financial statements and accompanying notes of Skyworks, which are incorporated by reference into this proxy statement/prospectus, and of AATI, which are incorporated by reference into this proxy statement/prospectus. You are urged to also read “Skyworks and AATI Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 28. The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of Skyworks and AATI would have been had the companies been combined during these periods or to project Skyworks and AATI’s results of operations that may be achieved after the merger.

 

 

 

 

Shares of Skyworks common stock and shares of AATI common stock are listed on The Nasdaq Global Select Market. The following table sets forth the high and low closing prices of shares of Skyworks and AATI common stock as reported on Nasdaq for each company’s two most recent full fiscal years and any subsequent fiscal quarters. Neither Skyworks nor AATI declared any dividends during the periods indicated.

 

 

 

On May 25, 2011, the last trading day before the day the merger agreement was announced, the high and low sale prices of shares of AATI common stock as reported on Nasdaq were $3.87 and $3.66, respectively. On [ • ], 2011, the last full trading day before the date of this proxy statement/ prospectus, the high and low sale prices of shares of AATI common stock as reported on Nasdaq were $[ • ] and $[ • ], respectively.

 

On May 25, 2011, the last trading day before the merger agreement was announced, the high and low sale prices of shares of Skyworks common stock as reported on Nasdaq were $27.00 and $26.37, respectively.

On [ • ], 2011, the last full trading day before the date of this proxy statement/prospectus, the high and low sale prices of shares of Skyworks common stock as reported on Nasdaq were $[ • ] and $[ • ], respectively.

 

As of [ • ], 2011, the last date prior to printing this proxy statement/prospectus for which it was practicable to obtain this information, there were approximately [ • ] registered holders of Skyworks common stock and approximately [ • ] registered holders of AATI common stock.

 

Skyworks stockholders and AATI stockholders are advised to obtain current market quotations for Skyworks common stock and AATI common stock. The market price of Skyworks common stock and AATI common stock will fluctuate between the date of this proxy statement/prospectus and the completion of the merger and the market price of Skyworks common stock will also fluctuate after the completion of the merger. No assurance can be given concerning the market price of Skyworks common stock before or after the effective time of the merger or AATI common stock before the effective time of the merger.

 

Skyworks has not declared nor does Skyworks anticipate declaring or paying cash dividends on its capital stock for the foreseeable future. The payment of any dividends will be at the discretion of Skyworks’ board of directors and will depend on its results of operations, capital requirements, financial condition, prospects, contractual arrangements and other factors Skyworks’ board of directors may deem relevant.

 

The following table sets forth selected historical consolidated financial data of Skyworks. The selected historical consolidated statement of operations data of Skyworks for the years ended October 1, 2010, October 2, 2009 and October 3, 2008 and the consolidated balance sheet data as of October 1, 2010 and October 2, 2009 have been derived from Skyworks’ historical audited consolidated financial statements contained in Skyworks’ Annual Report on Form 10-K for the year ended October 1, 2010, which is incorporated by reference into this proxy statement/prospectus. The consolidated statement of operations data for the years ended September 28, 2007 and September 29, 2006 and the consolidated balance sheet data as of October 3, 2008, September 28, 2007 and September 29, 2006 have been derived from Skyworks’ historical unaudited consolidated financial statements (which have been restated in accordance with ASC 470-20, Debt with Conversion and other Options) that do not appear in this proxy statement/prospectus. The consolidated statements of operations data for the nine months ended July 1, 2011 and July 2, 2010 and the consolidated balance sheet data as of July 1, 2011 have been derived from Skyworks’ unaudited consolidated financial statements and related notes which are incorporated by reference into this proxy statement/prospectus. The consolidated balance sheet data as of July 2, 2010 has been derived from Skyworks’ unaudited consolidated financial statements and related notes that do not appear in this proxy statement/prospectus. This information is only a summary and should be read in conjunction with Skyworks’ historical consolidated financial statements and the related notes contained in the reports and the other information that Skyworks has previously filed with the SEC and which are incorporated into this proxy statement/prospectus by reference.

 

Consolidated Statement of Operations Data (in thousands, except per share data):

 

 

Consolidated Balance Sheet Data (in thousands):

 

 

The following table sets forth selected historical consolidated financial data of AATI. The consolidated statements of operations data for the years ended December 31, 2010, 2009 and 2008, and the consolidated balance sheet data at December 31, 2010 and 2009 are derived from the audited financial statements contained in AATI’s Annual Report on Form 10-K for the year ended December 31, 2010, which is incorporated by reference into this proxy statement/prospectus. The historical consolidated statements of operations data for the years ended December 31, 2007 and 2006, and the consolidated balance sheet data at December 31, 2008, 2007 and 2006 are derived from AATI’s audited consolidated financial statements that do not appear in this proxy statement/prospectus. The consolidated statements of operations data for the six months ended June 30, 2011 and June 30, 2010 and the consolidated balance sheet data at June 30, 2011 have been derived from AATI’s unaudited consolidated financial statements and related notes which are incorporated by reference into this proxy statement/prospectus. The consolidated balance sheet data at June 30, 2010 is derived from AATI’s unaudited consolidated financial statements that do not appear in this proxy statement/prospectus. This information is only a summary and should be read in conjunction with AATI’s historical consolidated financial statements and the related notes contained in the reports and the other information that AATI has previously filed with the SEC and which are incorporated into this proxy statement/prospectus by reference.

 

Consolidated Statement of Operations Data (in thousands, except per share data):

 

 

Consolidated Balance Sheet Data (in thousands):

 

 

The unaudited pro forma condensed combined statements of operations for the nine months ended July 1, 2011 and for the twelve months ended October 1, 2010 give effect to the transaction as if it was consummated on October 3, 2009 (the first day of Skyworks’ fiscal 2010) and include all adjustments which give effect to events that are directly attributable to the transaction, expected to have a continuing impact beyond a 12-month period and that are factually supportable. The unaudited pro forma condensed combined balance sheet as of July 1, 2011 gives effect to the transaction as if it had been consummated on July 1, 2011 and includes all adjustments which give effect to events that are directly attributable to the transaction and that are factually supportable. The notes to the pro forma financial information describe the pro forma amounts and adjustments presented below.

 

Skyworks and AATI have different fiscal year ends and have different interim period ending dates for each quarter. Accordingly, the unaudited pro forma condensed combined statement of operations for the nine months ended July 1, 2011 combines the unaudited historical results of Skyworks for the nine months ended July 1, 2011 and the unaudited historical results of AATI for the nine months ended June 30, 2011 derived from the audited historical results for the year ended December 31, 2010 less the unaudited nine months ended September 30, 2010 plus the unaudited six months ended June 30, 2011. The unaudited pro forma condensed combined statement of operations for the fiscal year ended October 1, 2010 combines the audited historical results of Skyworks for the twelve months ended October 1, 2010 and the unaudited historical results of AATI for the twelve months ended September 30, 2010, derived from the audited results for the year ended December 31, 2010 less the unaudited three months ended December 31, 2010 plus the three months ended December 31, 2009. Both the unaudited pro forma condensed combined statement of operations for the nine months ended July 1, 2011 and the twelve months ended October 1, 2010 give effect to the merger as if it had been completed on October 3, 2009. For presentation purposes, the differing interim period ending dates for each quarter are considered to be immaterial to the condensed combined financial statements.

 

The pro forma adjustments reflecting the consummation of the transaction are based upon the acquisition method of accounting in accordance with U.S. GAAP, and upon the assumptions set forth in the notes herein. The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation of the estimated purchase price to identifiable net assets acquired and the excess purchase price to goodwill. The allocation of the purchase price is preliminary and based on valuations derived from estimated fair value assessments and assumptions used by management. The estimated purchase price was calculated based upon the fixed consideration of $6.13 per share of AATI to be delivered in a combination of cash and Skyworks common stock. The final purchase price allocation will be based on the actual net tangible and intangible assets of AATI that will exist on the effective time of the merger. Additionally, the estimated purchase price and related cash and stock components are preliminary and will be adjusted based upon the price per share of Skyworks common stock over the five day averaging period preceding the effective time of the merger. If the closing price of Skyworks common stock on the day the merger is consummated is $1.00 higher or lower than the five day averaging period preceding the day the merger is consummated, the amount of goodwill recognized could increase or decrease by approximately $5.0 million. The estimated cash and equity components of consideration are based on the average last sale price of Skyworks common stock over the five-trading-day measurement period ending on August 26, 2011, which for these purposes is assumed to be $19.71. Skyworks has the right to pay the entire $6.13 per share in cash in the event that the average reported last sale price during the pre-closing measurement period is less than $21.00 per share. See Note 4 to the unaudited pro forma condensed combined financial statements for further details. Accordingly, the final purchase accounting adjustments may be materially different from the preliminary pro forma adjustments presented herein.

 

The unaudited pro forma condensed combined financial statements do not include the effects of any future restructuring activities, including severance or other employee related costs, which pertain to the combined operations, or other operating efficiencies or inefficiencies, which may result from the transaction but are either non-recurring or at this point not factually supportable. Furthermore, the unaudited pro forma condensed combined financial statements do not include any effects on revenue recognition due to employing Skyworks’ terms and business practices. Also, the unaudited pro forma condensed combined statements of

operations do not include certain non-recurring expenses directly attributable to the transaction, such as (i) for accelerated vesting of share based compensation, (ii) for transaction related expenses and (iii) for any restructuring related costs pertaining to this acquisition. Therefore, the unaudited pro forma condensed combined financial information is not necessarily indicative of results that would have been achieved had the businesses been combined as of the dates presented or the results that Skyworks will experience after the transaction is consummated. In addition, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are preliminary and have been made solely for purposes of developing this pro forma information. Actual results could differ materially from these estimates and assumptions.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the financial information appearing under “Selected Historical Consolidated Financial Data of Skyworks” beginning on page 26 and “Selected Historical Consolidated Financial Data of AATI” beginning on page 27, as well as Skyworks’ historical consolidated financial statements and accompanying notes in its Annual Report on Form 10-K as of and for the fiscal year ended October 1, 2010 and its Quarterly Report on Form 10-Q as of and for the fiscal quarter ended July 1, 2011, and AATI’s historical consolidated financial statements and accompanying notes in its Annual Report on Form 10-K as of and for the year ended December 31, 2010 and its Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2011.

Skyworks Solutions, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of July 1, 2011

 

 

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements

Skyworks Solutions, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended July 1, 2011

 

 

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements

Skyworks Solutions, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Twelve Months Ended October 1, 2010