Asset Transaction, Termination of Material Agreement (Form 8-K)

The information in the Introductory Note and Items 2.01, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Mergers, on the Closing Date, Qorvo terminated the Credit Agreement, dated as of April 23, 2024, by and among Qorvo, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto (the "Credit Agreement"). In connection with the termination of the Credit Agreement, all fees and other amounts (other than obligations not then due and payable or that by their terms survive the termination thereof) outstanding thereunder were paid in full and all commitments to extend credit thereunder were terminated. There were no borrowings outstanding under the Credit Agreement at the time of the termination.

The information set forth in the Introductory Note and Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Merger Consideration

Pursuant to the terms of the Merger Agreement, concurrently with the effective time of the First Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of Qorvo ("Qorvo Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Qorvo Common Stock that were held (a) directly or indirectly, by any wholly-owned subsidiary of Qorvo immediately prior to the Effective Time, (b) by Qorvo (or in Qorvo's treasury), and (c) directly or indirectly, by Skyworks, Merger Sub I, Merger Sub II or any other wholly-owned subsidiary of Skyworks immediately prior to the Effective Time) was converted into the right to receive (i) 0.960 (the "Exchange Ratio") shares of common stock, par value $0.25 per share, of Skyworks ("Skyworks Common Stock"), without interest, and (ii) $32.50 in cash, without interest (the "Per Share Cash Amount"), subject to applicable withholding taxes, (the foregoing clauses (i) and (ii), collectively, the "Merger Consideration"). No fractional shares of Skyworks Common Stock are being issued in the Mergers and Qorvo stockholders became entitled to receive cash in lieu of any fractional shares, as specified in the Merger Agreement.