SCHEDULE: Starboard Backs Skyworks-Qorvo Merger with Voting Pact

Starboard Value LP and affiliates have entered into a voting and support agreement with Skyworks Solutions, Inc. to back its acquisition of Qorvo, Inc.

Summary

• Starboard Value LP and its affiliates, significant stockholders of Qorvo, Inc., have entered into a Voting and Support Agreement with Skyworks Solutions, Inc.
• This agreement supports the proposed merger where Skyworks will acquire Qorvo through a two-step process, resulting in Qorvo becoming a wholly-owned subsidiary of Skyworks.
• Under the terms of the Merger Agreement, each Qorvo share will be converted into the right to receive 0.960 shares of Qorvo and $32.50 in cash, subject to applicable withholding taxes. (Note: This phrasing in the Schedule 13D is unusual given Qorvo is to become a wholly-owned subsidiary of Skyworks, implying Qorvo shareholders would typically receive Skyworks shares or cash only).
• Starboard has committed to vote its shares in favor of the merger and against any competing acquisition proposals.
• Starboard also agreed not to sell or transfer its Qorvo shares until the earlier of the merger's effective time, the termination of the merger agreement, the conclusion of Qorvo's stockholder meeting, or nine months from the agreement date (October 27, 2025), with certain exceptions.
• Starboard Value LP beneficially owns 7,511,526 shares of Qorvo, representing 8.1% of Qorvo's outstanding common stock as of October 24, 2025.

Sentiment

Score: 7

Explanation: The agreement signals strong support from a key institutional investor for the proposed merger, increasing deal certainty. However, the unusual phrasing regarding merger consideration in the 13D introduces a minor point of confusion.

Positives

• Secures significant shareholder support (Starboard's 8.1% stake) for the proposed merger, increasing the likelihood of its successful completion.
• The agreement prevents Starboard from soliciting or engaging in discussions regarding competing acquisition proposals, reducing potential disruption to the merger process.
• Starboard's commitment not to sell or transfer shares (with exceptions) provides stability to the shareholder base during the merger process.

Negatives

• The agreement restricts Starboard's ability to dispose of its Qorvo shares or entertain alternative acquisition proposals for a specified period, potentially limiting its flexibility.
• The unusual phrasing of the merger consideration in the Schedule 13D (0.960 shares of Qorvo and $32.50 cash per Qorvo share, while Qorvo becomes a wholly-owned subsidiary of Skyworks) introduces ambiguity that could lead to confusion among investors.

Risks

• The Voting and Support Agreement terminates if the Merger Agreement is terminated, or upon a 'Qorvo Triggering Event' or 'Skyworks Triggering Event,' indicating potential failure points for the merger.
• Any amendment to the Merger Agreement that materially and adversely affects the economic interests or share ownership of Qorvo's stockholders could lead to the termination of the voting covenant.

Future Outlook

The filing outlines the framework for the acquisition of Qorvo by Skyworks, with Starboard's commitment to support the transaction. The completion of the merger is contingent on various conditions, including stockholder approval.

Management Comments

• Each Stockholder signs this Agreement solely in such Stockholder's capacity as a stockholder of Qorvo, and not in such Stockholder's capacity as a director, officer or employee of Qorvo or any of its Subsidiaries, an equity holder of Skyworks, or a trustee or fiduciary of any employee benefit plan or trust.
• Nothing in this agreement restricts a director or officer of Qorvo in the exercise of their fiduciary duties, nor does it create an obligation for them to refrain from taking action in their capacity as such, including voting in favor of any Change in Board Recommendation by the Qorvo Board.

Industry Context

This agreement is a standard component of a larger merger and acquisition (M&A) transaction in the semiconductor or wireless technology sector, where a strategic buyer (Skyworks) seeks to acquire a target (Qorvo). Such voting agreements are common tools used by acquirers to de-risk the shareholder approval process, especially when a significant activist investor (Starboard Value) holds a substantial stake.

Comparison to Industry Standards

• The structure of a two-step merger (Merger Sub I into Qorvo, then Surviving Corporation into Merger Sub II) is a common method for corporate acquisitions, particularly to achieve a wholly-owned subsidiary status and potentially for tax or legal efficiencies.
• The use of a Voting and Support Agreement with a major institutional shareholder like Starboard Value LP is a standard practice in M&A to ensure the necessary shareholder votes for transaction approval, aligning with best practices for deal certainty.
• The consideration mix of cash and stock is typical for strategic acquisitions, allowing target shareholders to participate in the future upside of the combined entity while receiving immediate liquidity. However, the specific phrasing of receiving '0.960 Shares of the Issuer (Qorvo)' is highly unusual for a transaction where Qorvo becomes a wholly-owned subsidiary of Skyworks, and deviates from typical merger consideration structures where target shareholders receive shares of the acquirer.

Corporate Governance

Stakeholder Impact

• Shareholders of Qorvo: Starboard's agreement to support the merger increases the probability of the transaction closing, providing Qorvo shareholders with the agreed-upon consideration of 0.960 shares of Qorvo and $32.50 in cash per share (as stated in the 13D).
• Skyworks Solutions, Inc.: The agreement provides greater certainty regarding shareholder approval for its acquisition of Qorvo, de-risking the transaction.
• Starboard Value LP and affiliates: Their significant stake in Qorvo will be converted into the merger consideration, and their voting power is committed to the transaction.

Next Steps

• Qorvo Stockholders Meeting to vote on the adoption of the Merger Agreement.
• Completion of the First Merger, with Qorvo becoming a wholly-owned subsidiary of Skyworks.
• Completion of the Second Merger, with Merger Sub II as the surviving entity.

Key Dates

Recommendation

The filing confirms a major shareholder's support for an announced merger, which is a positive for deal certainty. However, the merger terms themselves, including the specific consideration, would be the primary driver for a 'buy' or 'sell' recommendation. As this filing primarily details a support agreement and not new financial performance or revised merger terms, a 'hold' recommendation is appropriate for existing Qorvo shareholders awaiting the merger's completion, assuming the merger terms are already priced into the stock. For new investors, the recommendation would depend on the spread to the merger consideration and the perceived risk of the deal not closing.

Keywords

Skyworks Solutions, Qorvo, Starboard Value, Merger Agreement, Voting Agreement, Shareholder Support, Acquisition, Semiconductor, Wireless Technology, SEC Filing, Schedule 13D