S-4/A 1 a59697a2sv4za.htm S-4/A sv4za
Table of Contents

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)
         
Delaware
  3674   04-2302115
(State or other jurisdiction of
incorporation)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)
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:
     
Rod J. Howard, Esq.
Wilmer Cutler Pickering Hale and Dorr, LLP
950 Page Mill Road
Palo Alto, California 94304
650-858-6000
  Mark L. Reinstra, Esq. & Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
650-493-9300
 
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):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o
(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
 
                         
            Proposed Maximum
    Proposed Maximum
    Amount of
Title of Each Class of
    Amount to be
    Offering
    Aggregate
    Registration
Securities to be registered(1)     Registered(2)     Price Per Unit     Offering Price(3)     Fee(4)
Common Stock, par value $0.25 per share
    4,391,474     N/A     $161,807,283.76     $18,785.83
                         
(1)  This registration statement relates to shares of common stock, par value $0.25 per share, of Skyworks Solutions, Inc. (“Skyworks”), issuable to holders of common stock, par value $0.001 per share, of Advanced Analogic Technologies Incorporated (“AATI”) upon consummation of the merger of PowerCo Acquisition Corp. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Skyworks, with and into AATI.
 
(2)  Represents the maximum number of shares of Skyworks common stock estimated to be issuable upon consummation of the merger of PowerCo Acquisition Corp. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Skyworks, with and into Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”), based on the product of (i) the sum of (a) 44,213,095 shares of AATI common stock (which represents the number of shares of AATI common stock issued and outstanding as of August 26, 2011), (b) 6,118,974, which is the aggregate number of shares of AATI common stock issuable upon the exercise of all stock options and settlement of restricted stock units that we expect will be outstanding and vested with a payment date prior to, September 30, 2011 and (in the case of stock options) have an exercise price less than or equal to $6.13 and (c) the maximum number of shares of AATI common stock (including restricted stock units that may be settled in shares of AATI common stock and options to purchase shares of AATI common stock) that may be granted by AATI under the terms of the merger agreement and (ii) 0.08725 (which represents the fraction of a share of Skyworks common stock into which each share of AATI common stock will be converted as the stock portion of the consideration payable to AATI stockholders in the merger).
 
(3)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(f)(1) and (3) of the Securities Act based on (a) the product of (i) $6.045, the average of the high and low sale prices per share of AATI common stock on June 15, 2011, as reported by The Nasdaq Global Select Market, and (ii) 50,332,069 shares of AATI common stock outstanding, representing the maximum number of shares of AATI common stock to be converted in the merger, minus (b) $142,450,073.34, the estimated aggregate amount of cash (based on such number of shares of AATI common stock) to be paid by Skyworks pursuant to the merger. The average of the high and low prices per share of AATI common stock on June 15, 2011 exceeds the average during the five business days prior to the filing of this amendment to Form S-4, which is why it has been used to calculate the registration fee for the additional shares of common stock being registered hereunder that were not included in the registration fee table for the initial Form S-4.
 
(4)  $18,609.94 of the registration fee was previously paid in connection with the filing of the initial Form S-4 on June 17, 2011.
 
 
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.
 


Table of Contents

Information contained in this proxy statement/prospectus is not complete and may change. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
 
PRELIMINARY PROXY STATEMENT/PROSPECTUS
 
SUBJECT TO COMPLETION — DATED SEPTEMBER 9, 2011
 
     
(SKYWORKS LOGO)   (ANALOGIC TECH LOGO)
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
  Advanced Analogic Technologies Incorporated
3230 Scott Boulevard
Santa Clara, CA 95054
     
PROSPECTUS   PROXY STATEMENT
 
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.


Table of Contents

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.


Table of Contents

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:
 
     
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
Attn.: Veronica Hibben, Skyworks Investor Relations
Telephone Number: (949) 231-4700
  Advanced Analogic Technologies Incorporated
3230 Scott Boulevard
Santa Clara, CA 95054
Attn.: Investor Relations
Telephone Number: (408) 737-4788
 
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.


Table of Contents

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


Table of Contents

 
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

 
TABLE OF CONTENTS
 
         
    Page
 
    iii  
    1  
    13  
    23  
    24  
    24  
    26  
    27  
    28  
    39  
    41  
    41  
    41  
    41  
    42  
    42  
    42  
    42  
    43  
    44  
    45  
    45  
    45  
    45  
    46  
    46  
    56  
    59  
    64  
    66  
    68  
    68  
    73  
    74  
    75  
    75  
    75  
    76  
    79  
    79  
    79  
    79  
    80  


i


Table of Contents

         
    Page
 
    80  
    80  
    82  
    82  
    82  
    83  
    83  
    84  
    85  
    85  
    86  
    87  
    89  
    92  
    92  
    93  
    94  
    94  
    94  
    95  
    96  
    97  
    98  
    98  
    99  
    100  
    100  
    107  
    107  
    107  
    107  
    109  
    109  
    109  
    A-1  
    B-1  
    C-1  
    D-1  
    E-1  
 EX-23.A
 EX-23.B


ii


Table of Contents

 
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
 
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.
 
Q: Why am I receiving this proxy statement/prospectus?
 
A: AATI and Skyworks have agreed to the acquisition of AATI by Skyworks under the terms of the merger agreement described in this proxy statement/prospectus. You are receiving this document because you were a stockholder of record of AATI on the record date for the AATI special meeting at which AATI stockholders will vote on the merger. You may also be receiving this proxy statement/prospectus because your shares of AATI are held on your behalf by a broker, bank or other nominee. If your shares of AATI are held on your behalf by a broker, bank or other nominee, you are the beneficial owner of such shares, but the broker, bank or other nominee is the stockholder of record and your shares are referred to as being held in “street name.”
 
The acquisition of AATI cannot be completed without the approval of AATI stockholders and AATI is seeking your approval. Under the merger agreement, AATI will become a wholly owned subsidiary of Skyworks and will no longer be a publicly held corporation. In the merger, Skyworks will pay a cash amount and will also issue shares of Skyworks common stock as part of the consideration to be paid to holders of AATI common stock.
 
We are delivering this document to you as both a proxy statement of AATI and a prospectus of Skyworks. It is a proxy statement because the AATI board of directors is soliciting proxies from AATI stockholders to vote for the adoption of the merger agreement and the approval of the merger and the other transactions contemplated by the merger agreement at the special meeting being held to consider and vote upon the merger agreement and the other matters described in the notice of the meeting and described in this proxy statement/prospectus. Your proxy will be used at the meeting and at any adjournment or postponement of the meeting. It is a prospectus because Skyworks will issue Skyworks common stock to AATI stockholders as part of the consideration to be paid in the merger.
 
Q: What am I being asked to vote on?
 
A: At the special meeting, AATI common stockholders will be asked (1) to adopt the merger agreement and to approve the merger, (2) to approve, by non-binding, advisory vote, 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” and (3) to approve the adjournment of the special meeting for the solicitation of additional proxies in the event there are insufficient votes present, in person or represented by proxy, at the time of the special meeting to approve and adopt the merger agreement.
 
Q: What will AATI common stockholders receive in the merger?
 
A: Upon completion of the merger, each outstanding share of AATI common stock (except for shares held directly or indirectly by Skyworks, Merger Sub, AATI or any wholly owned subsidiary of 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, 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


iii


Table of Contents

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:
 
• 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.
 
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.
 
No fractional shares of Skyworks will be issued in connection with the merger. Instead, an AATI stockholder who otherwise would have received a fraction of a share of Skyworks common stock will receive an amount in cash rather than a fractional share. This cash amount will be determined by multiplying the fraction of a share of Skyworks common stock that the holder would otherwise receive by the average of the last reported sale price of Skyworks common stock (at the 4 p.m. Eastern Time end of Nasdaq regular trading hours) during the ten consecutive trading days ending on the last trading day prior to the effective time of the merger. See “The Merger Agreement — The Merger Consideration.”
 
Q: When and how will I find out the exact amount of cash I will receive, and whether the merger consideration will consist of cash and stock or all-cash?
 
A: Shortly after the effective time of the merger, Skyworks will issue a press release publicly announcing the completion of the merger and the final calculation of the cash portion of the merger consideration. In addition, the press release either will confirm that the merger consideration is being paid in the form of a combination of cash and Skyworks stock, with each outstanding share of AATI common stock receiving 0.08725 of a share of Skyworks common stock and the applicable cash amount, or will announce that


iv


Table of Contents

Skyworks is exercising the right that it has under certain circumstances to pay the entire $6.13 merger consideration in cash and will not issue any shares of Skyworks common stock in exchange for shares of AATI common stock. You will also receive a letter of transmittal after the closing of the merger with the same information regarding the treatment of your shares of AATI common stock and with instructions regarding the submission of shares for payment.
 
Q: Is the merger taxable to AATI stockholders for U.S. federal income tax purposes?
 
A: The receipt of Skyworks common stock and cash in exchange for AATI common stock in the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as defined below) who receives Skyworks common stock and cash in the merger will generally recognize capital gain or loss equal to the difference, if any, between (1) the sum of the fair market value of Skyworks common stock as of the effective time of the merger and the amount of cash received, including any cash received in lieu of fractional shares of Skyworks common stock, received in the merger, and (2) such holder’s adjusted tax basis in its AATI common stock exchanged for cash and Skyworks stock in the merger. Please carefully review the information set forth in the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger,” for a description of the material U.S. federal income tax consequences of the merger. The tax consequences of the merger to you will depend on your own situation. Please consult your tax advisors for a full understanding of the tax consequences of the merger to you.
 
Q: How does AATI’s board of directors recommend that I vote on the proposals?
 
A: The board of directors of AATI 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 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” and “FOR” the adjournment, if necessary, of the special meeting to solicit additional proxies in favor of adoption of the merger agreement and approval of the merger.
 
Q: Are there risks that I should consider in deciding whether to vote for the merger?
 
A: Yes. In evaluating the merger, you should consider carefully the factors discussed in the section entitled “Risk Factors.”
 
Q: What are the conditions to completion of the merger?
 
A: The obligations of AATI and Skyworks to complete the merger are subject to the following conditions (among others):
 
• 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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (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


v


Table of Contents

 
• the effectiveness under the Securities Act of 1933, as amended (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.
 
In addition, Skyworks’ obligation to complete the merger is subject to the following additional conditions:
 
• 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.
 
In addition, AATI’s obligations to complete the merger are subject to the following additional conditions:
 
• 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.
 
See “The Merger Agreement — Conditions to the Merger.”
 
Q: What will happen if the merger is not completed?
 
A: If AATI stockholders do not adopt the merger agreement and approve the merger, or the parties do not complete the merger for any other reason, you will not receive any payment for your shares of AATI common stock in connection with the merger. Instead, AATI will remain an independent public company, and its common stock will continue to be listed and traded on Nasdaq. There is no guarantee, however, that as an independent public company, AATI’s stock price will remain at its present value, and if the pending merger is not consummated, AATI’s stock price may substantially decline. In certain circumstances, AATI may be required to pay Skyworks a termination fee of $8.5 million or to reimburse Skyworks for up to $500,000 of fees and expenses Skyworks has incurred in connection with the proposed merger, as described under “The Merger Agreement — Transaction Fees and Expenses; Termination Fee.”
 
Q: Are there any other matters to be addressed at the meeting?
 
A: AATI is not aware of any other business to be acted upon at the special meeting. If, however, other matters are properly brought before the special meeting, your proxies will have discretion to vote or act on those matters according to their best judgment, and they intend to vote the shares as the AATI board of directors may recommend.


vi


Table of Contents

 
Q: When is this proxy statement/prospectus being mailed?
 
A: This proxy statement/prospectus and the related proxy card are first being sent to AATI stockholders on or about [ • ], 2011.
 
Q: When and where will the special meeting be held?
 
A: The special meeting will take place at [ • ] Pacific daylight time on [ • ], 2011, at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304.
 
Q: Who is entitled to vote at the special meeting?
 
A: Holders of record of outstanding shares of AATI common stock as of the close of business on August 19, 2011, the record date for the special meeting, are entitled to receive notice of, attend and vote or be represented by proxy at the special meeting and any adjournment or postponement of the special meeting. If the special meeting is postponed or adjourned the AATI board of directors may fix a new record date for any such postponed or adjourned meeting under certain circumstances. Each share of AATI common stock outstanding as of the close of business on the record date is entitled to one vote on each matter properly brought before the special meeting. If a broker or other nominee holds your shares, then you are not the holder of record and you must ask your broker or other nominee how you can vote in person at the special meeting. See “The Special Meeting — Proxies and Revocation.”
 
Q: Who may attend the special meeting?
 
A: AATI stockholders (or their authorized representatives) and AATI’s invited guests may attend the special meeting.
 
Q: How do I vote my shares at the special meeting if I am a record holder of shares of AATI common stock?
 
A: If you are a holder of record of AATI common stock as of the close of business on August 19, 2011, the record date for the special meeting, you may authorize a proxy to vote your shares at the special meeting or you may vote your shares in person at the special meeting. However, AATI encourages you to submit a proxy before the special meeting, even if you plan to attend the special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope and in accordance with the instructions on the proxy card or, if you prefer, by telephone or over the Internet by following the instructions on the enclosed proxy card.
 
Q: How do I vote my shares at the special meeting, if my shares of AATI common stock are held in “street name?”
 
A: If your shares are held in an account at a broker or another nominee, you must instruct the broker or such other nominee on how to vote your shares by following the instructions that the broker or other nominee provides to you with these materials. Most brokers offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone or over the Internet.
 
If you do not provide instructions to your broker or other nominee, your shares will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. This is called a broker non-vote. Brokers will not have discretionary authority to vote on the proposal to adopt the merger agreement. A broker non-vote will have the same effect as a vote “AGAINST” the adoption of the merger agreement and approval of the merger.
 
If you hold shares through a broker or other nominee and wish to vote your shares in person at the special meeting, you must obtain a proxy from your broker or other nominee and present it to the inspector of election with your ballot when you vote at the special meeting.
 
Q: Why is my vote important?
 
A: If you do not return your proxy card, submit your proxy by telephone or over the Internet or vote in person at the special meeting, it will be more difficult for AATI to obtain the necessary quorum to hold its special


vii


Table of Contents

meeting and obtain the necessary stockholder votes to adopt the merger agreement and to approve the merger. In addition, your failure to return a proxy card, submit a proxy by telephone or over the Internet or vote in person at the special meeting will have the same effect as a vote “AGAINST” the adoption of the merger agreement and the approval of the merger.
 
Q: What constitutes a quorum for the meeting?
 
A: A majority of the votes entitled to be cast by holders of issued and outstanding shares of AATI common stock must be present or represented by proxy to constitute a quorum for action on the matters to be voted upon at the special meeting. All shares of AATI common stock represented at the special meeting, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.
 
Q: What vote of AATI’s stockholders is required to adopt the merger agreement and to approve the merger, or to approve an adjournment of the special meeting?
 
A: The affirmative vote of at least a majority of all of the votes entitled to be cast by holders of all shares of AATI common stock that are issued and outstanding as of the record date for the special meeting is required to adopt the merger agreement and to approve the merger. If a quorum is present, approval of the proposal to adjourn the special meeting to solicit additional proxies requires the votes cast favoring the action to exceed the votes cast opposing the action.
 
Q: What vote of AATI’s stockholders is required to approve the non-binding, advisory proposal regarding merger-related named executive officer compensation arrangements?
 
A: Approval of the non-binding, advisory proposal regarding the merger-related named executive officer compensation arrangements described in this proxy statement/prospectus requires the affirmative vote of holders of a majority of the shares of AATI common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Stockholders should note that this proposal is merely an advisory vote which will not be binding on AATI, Skyworks or their respective boards of directors.
 
Q: What will happen if I abstain from voting or fail to vote?
 
A: With respect to the proposal to adopt the merger agreement and to approve the merger, if you abstain from voting on the proposal, fail to cast your vote in person or by proxy or if your shares are held by your broker or other nominee (i.e., in “street name”) and you fail to give voting instructions to your broker or other nominee on how to vote your shares, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and to approve the merger.
 
With respect to the non-binding, advisory proposal regarding merger-related named executive officer compensation arrangements, abstaining will have the same effect as a vote “AGAINST” this non-binding, advisory proposal. If you fail to cast your vote in person or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker or other nominee on how to vote your shares, your shares will not be counted as shares present and entitled to vote and will have no effect on the proposal.
 
With respect to the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies, if you abstain from voting on the proposal, fail to cast your vote in person or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker or other nominee on how to vote your shares, it will not have any effect on the outcome of the vote on that proposal.
 
Q: How will proxy holders vote my shares of common stock?
 
A: If you properly authorize a proxy prior to the special meeting, your shares of common stock will be voted as you direct. If you authorize a proxy but no direction is otherwise made, your shares of common stock will be voted “FOR” the proposal to adopt the merger agreement and to approve the merger, “FOR” the non-binding, advisory proposal regarding merger-related named executive officer compensation and “FOR” the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies. The proxy holders will vote in their discretion upon such other matters as may properly come


viii


Table of Contents

before the special meeting by or at the direction of AATI’s board of directors or any adjournment or postponement of the special meeting.
 
Q: What happens if I sell my shares of common stock before the special meeting?
 
A: If you hold your shares of AATI common stock as of the close of business on the record date but transfer them after the record date and before the special meeting, you will retain your right to vote at the special meeting (provided that such shares remain outstanding on the date of the special meeting), but you will not have the right to receive the merger consideration for the shares. In order to receive the merger consideration, you must hold your AATI shares through completion of the merger.
 
Q: Can I change my vote?
 
A: Yes. If you own shares of common stock as a record holder as of the close of business on the record date, you may revoke a previously authorized proxy at any time prior to its exercise by delivering a properly executed, later-dated proxy card, by authorizing your proxy by telephone or over the Internet at a later date than your previously authorized proxy, by filing a written revocation of your proxy with AATI’s Corporate Secretary or by voting in person at the special meeting. Attendance at the meeting will not, in itself, constitute revocation of a previously authorized proxy. If you own shares of common stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker or other nominee that is the registered owner of the shares.
 
Q: Should I send in my AATI stock certificates now?
 
A: No. You should not send in any stock certificates at this time. Shortly after the merger becomes effective, you will receive a letter of transmittal with instructions informing you how to send your share certificates to the exchange agent in order to receive the merger consideration. You should use the letter of transmittal to exchange shares of AATI common stock for the merger consideration to which you are entitled as a result of the merger.
 
Q: Am I entitled to dissenters’ rights?
 
A: Yes. Under Delaware law, the holders of AATI common stock are entitled to dissenters’ rights in connection with the merger and are entitled to seek appraisal of their shares by the Delaware Court of Chancery.
 
Q: When do you expect to complete the merger?
 
A: Completion of the merger is subject to receipt of AATI’s stockholder adoption of the merger agreement and satisfaction of other closing conditions set forth in the merger agreement. AATI and Skyworks are working towards completing the merger promptly, however no assurance can be given as to when, or if, the merger will occur.
 
Q: What will happen to the common stock that I currently own after completion of the merger?
 
A: Following the completion of the merger, your shares of AATI common stock will be cancelled and will represent only the right to receive the merger consideration. Trading in AATI common stock on Nasdaq will cease, and price quotations for AATI common stock will no longer be available.
 
Q: Where can I find more information about AATI and Skyworks?
 
A: You can find more information about AATI and Skyworks from various sources as described under “Sources of Additional Information” and “Where You Can Find More Information.”
 
Q: Who will solicit and pay the cost of soliciting proxies?
 
A: AATI will bear the cost of soliciting proxies for the special meeting. The AATI board of directors is soliciting your proxy on behalf of AATI. AATI’s directors, officers and employees may solicit proxies by telephone and facsimile, by mail, over the Internet or in person. They will not be paid any additional amounts for soliciting proxies. AATI has retained Innisfree M&A Incorporated (“Innisfree”) to assist it in the solicitation of proxies. AATI expects to pay Innisfree a fee not to exceed $20,000 for its services. AATI will also pay additional fees to Innisfree depending upon the extent of additional services requested by AATI


ix


Table of Contents

and reimburse Innisfree for expenses it incurs in connection with its engagement by AATI. AATI also will request that banking institutions, brokerage firms, custodians, trustees, nominees, fiduciaries and other similar record holders forward the solicitation materials to the beneficial owners of common stock held of record by such person, and AATI will, upon request of such record holders, reimburse forwarding charges and out-of-pocket expenses.
 
Q: Who can help answer my other questions?
 
A: Please contact Innisfree, the firm assisting us in the solicitation of proxies, at:
 
Innisfree Logo
 
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.


x


Table of Contents

 
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
 
The following summary highlights information in this proxy statement/prospectus and may not contain all the information that is important to you. Accordingly, AATI and Skyworks encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to herein for a more complete understanding of the proposals to be considered at the special meeting of AATI stockholders, the merger and the other transactions contemplated by the merger agreement. In addition, AATI and Skyworks incorporate by reference important business and financial information about AATI and Skyworks into this proxy statement/prospectus. For a description of this information and how you may obtain it without charge, see “Where You Can Find More Information” on page 109. Each item in this summary includes a page reference directing you to a more complete description of the item in this proxy statement/prospectus.
 
In this proxy statement/prospectus “AATI” refers to Advanced Analogic Technologies Incorporated, and where appropriate, its subsidiaries, “Skyworks” refers to Skyworks Solutions, Inc. and “Merger Sub” refers to PowerCo Acquisition Corp. In addition, AATI and Skyworks refer to the proposed merger of Merger Sub with and into AATI as the “merger,” and to the Agreement and Plan of Merger, dated as of May 26, 2011, by and among AATI, Skyworks and Merger Sub as the “merger agreement”.
 
This summary and the balance of this proxy statement/prospectus contain forward-looking statements about events that are not certain to occur and are subject to risks, and you should not place undue reliance on those statements. Please carefully read “Forward-Looking Statements” on page 39 of this proxy statement/prospectus.
 
The Companies (Page 41)
 
Advanced Analogic Technologies Incorporated
3230 Scott Boulevard
Santa Clara, CA 95054
(408) 737-4600
 
AATI develops advanced semiconductor system solutions that play a key role in the continuing evolution of feature-rich, energy-efficient electronic devices. AATI focuses on addressing the application-specific power management needs of consumer, communications and computing electronic devices, such as wireless handsets, notebook and tablet computers, smartphones, camera phones, digital cameras, personal media players, Bluetooth headphones and accessories, digital TVs, set top boxes and displays.
 
AATI focuses its design and marketing efforts on application-specific power management needs in rapidly evolving devices. Through AATI’s “Total Power Management” approach, AATI offers a broad range of products that support multiple applications, features, and services across a diverse set of electronic devices. AATI targets its design efforts on proprietary products which offer characteristics that differentiate them from those offered by AATI’s competitors and which AATI believes are likely to generate high-volume demand from multiple customers. AATI also selectively licenses its devices, process, package, and application-related technologies.
 
AATI’s growth strategy involves three elements, to maintain revenues in its existing markets and applications such as LED lighting in handheld devices, to penetrate new applications in existing markets such as battery charging in cell phones, and to selectively enter totally new markets such as high-definition televisions.
 
Headquartered in Silicon Valley, AATI has development centers in Santa Clara, Shanghai, Hong Kong, Taiwan, and has Asia-based operations and logistics. AATI was incorporated in California in August 1997 and reincorporated in Delaware in April 2005.


1


Table of Contents

AATI common stock is listed on The Nasdaq Global Select Market under the symbol AATI.
 
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
(949) 231-4700
 
Skyworks, together with its consolidated subsidiaries, 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 cellular handset applications. Skyworks’ 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.
 
Skyworks has aligned its product portfolio around two broad markets: cellular handsets and analog semiconductors. In general, Skyworks’ handset portfolio includes highly customized power amplifiers and front-end solutions that are in many of today’s cellular devices, from entry level to multimedia platforms and smart phones. Some of Skyworks’ primary handset customers include LG Electronics, Motorola, Nokia, Samsung, Sony Ericsson, Research in Motion, and HTC. Skyworks’ competitors include Avago Technologies, RF Micro Devices and Triquint Semiconductor.
 
In parallel, Skyworks offers over 2,500 different catalog and custom linear products to a highly diversified non-handset customer base. Skyworks’ customers include infrastructure, automotive, energy management, medical and military providers such as Huawei, Ericsson, Landis + Gyr, Sensus, Itron, Siemens, and Northrop Grumman. Skyworks’ competitors in the linear products markets include Analog Devices, Hittite Microwave, Linear Technology and Maxim Integrated Products.
 
Headquartered in Woburn, Massachusetts, Skyworks is a Delaware corporation that was formed in 1962. Skyworks changed its corporate name from Skyworks Industries, Inc. to Skyworks Solutions, Inc. on June 25, 2002 following a business combination. Skyworks has worldwide operations with engineering, manufacturing, sales and service facilities throughout Asia, Europe and North America.
 
Skyworks common stock is listed on The Nasdaq Global Select Market under the symbol SWKS.
 
PowerCo Acquisition Corp.
c/o Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
(949) 231-4700
 
PowerCo Acquisition Corp. (or “Merger Sub”) is a Delaware corporation that was formed solely for the purpose of entering into the merger agreement and completing the merger and other transactions contemplated by the merger agreement. Merger Sub has engaged in no business other than in connection with the transactions contemplated by the merger agreement.
 
The Special Meeting (Page 42)
 
Date, Time and Place.  The special meeting will 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.
 
Purpose.  You will be asked to consider and vote upon (1) the adoption of the merger agreement and the approval of the merger, (2) the approval by non-binding, advisory vote, of 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) the adjournment of the special meeting to a later date, if necessary or appropriate,


2


Table of Contents

to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement and to approve the merger, and (4) such other business as may properly come before the special meeting by or at the direction of the AATI board of directors or any adjournments or postponements of the special meeting.
 
Record Date and Quorum.  You are entitled to vote at the special meeting if you were the record owner of shares of AATI common stock at the close of business on August 19, 2011, the record date for the special meeting. Stockholders of record of AATI common stock as of the close of business on the record date will have one vote for each share of AATI common stock owned of record on the record date. As of August 19, 2011, there were 44,213,095 shares of AATI common stock issued and outstanding and entitled to vote. A majority of the votes entitled to be cast by holders of the issued and outstanding shares of AATI common stock at the record date constitutes a quorum for the purpose of the special meeting. In the event that a quorum is not present in person or represented by proxy at the special meeting, the meeting may be adjourned or postponed to solicit additional proxies.
 
Vote Required.  The adoption of the merger agreement and the approval of the merger require the affirmative vote of at least a majority of all of the votes entitled to be cast by holders of the shares of AATI common stock that are issued and outstanding as of the record date for the special meeting. Approval of the non-binding, advisory proposal regarding merger-related named executive officer compensation arrangements requires the affirmative vote of holders of a majority of the shares of AATI common stock present in person or represented by proxy and entitled to vote thereon. If a quorum is present, approval of any proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires the votes cast favoring the action to exceed the votes cast opposing the action.
 
Share Ownership of Management.  As of August 19, 2011, the directors and executive officers of AATI, together with their affiliates, beneficially owned approximately 12% of the shares entitled to vote at the AATI special meeting, including shares issuable upon the exercise of vested options.
 
The Merger (Page 46) and the Merger Agreement (Page 82)
 
The terms and conditions of the merger are contained in the merger agreement, which is attached to this proxy statement/prospectus as Annex A. AATI and Skyworks encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.
 
Under the terms of the merger agreement, Merger Sub will merge with and into AATI, and AATI will survive the merger as a wholly owned subsidiary of Skyworks.
 
The Merger Consideration (Page 83)
 
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 AATI (which will be cancelled as a result of the merger), 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, 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,


3


Table of Contents

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:
 
  •  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.
 
Shortly after the effective time of the merger, Skyworks will issue a press release publicly announcing the completion of the merger and the final calculation of the cash portion of the merger consideration. In addition, the press release either will confirm that the merger consideration is being paid in the form of a combination of cash and Skyworks stock, with each outstanding share of AATI common stock receiving 0.08725 of a share of Skyworks common stock and the applicable cash amount, or will announce that Skyworks is exercising the right that it has under certain circumstances to pay the entire $6.13 merger consideration in cash and will not issue any shares of Skyworks common stock in exchange for shares of AATI common stock. You will also receive a letter of transmittal after the closing of the merger with the same information regarding the treatment of your shares of AATI common stock and with instructions regarding the submission of shares for payment.
 
The shares of Skyworks common stock issuable to AATI stockholders in the merger will be registered pursuant to a registration statement on Form S-4 and the shares of Skyworks common stock issuable upon the exercise of AATI stock options that are assumed by Skyworks in the merger and converted in options on Skyworks common stock will be registered pursuant to a registration statement on Form S-8.
 
You should obtain current stock price quotations for AATI and Skyworks common stock. AATI and Skyworks common stock trade on The Nasdaq Global Select Market under the symbols “AATI” and “SWKS,” respectively.
 
Treatment of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan (Page 85)
 
If the merger becomes effective:
 
  •  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.


4


Table of Contents

 
  •  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.
 
AATI’s Reasons for the Merger (Page 56)
 
In reaching its decision to approve, adopt and declare advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, the AATI board of directors consulted with AATI’s financial and legal advisors, and with AATI senior management, and considered a number of factors that the board members believed supported their decision.
 
Recommendation of AATI Board of Directors (Page 56)
 
The AATI board of directors has unanimously determined that the merger is advisable and in the best interests of the stockholders of AATI, and has unanimously authorized and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and has unanimously determined that the merger consideration is fair to the stockholders of AATI entitled to receive the merger consideration. The AATI board of directors unanimously recommends that AATI stockholders vote “FOR” the adoption of the merger agreement and the approval of the merger, “FOR” the approval of 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, to solicit additional proxies.
 
Opinion of AATI’s Financial Advisor (Page 59)
 
In connection with the merger, Needham & Company, LLC (“Needham & Company”), AATI’s financial advisor, delivered a written opinion, dated May 26, 2011, to AATI’s board of directors to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the consideration to be received by the holders of AATI common stock pursuant to the merger agreement was fair, from a financial point of view, to those holders. The full text of the written opinion of Needham & Company, dated May 26, 2011, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on and scope of the review undertaken, is attached as Annex D to this proxy statement/prospectus and is incorporated by reference herein in its entirety. Needham & Company provided its opinion to AATI’s board of directors for the information and assistance of AATI’s board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. Needham & Company’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.
 
Skyworks’ Reasons for the Merger (Page 66)
 
In reaching its decision to approve the merger and its determination that the terms of the merger agreement and the transactions contemplated thereby are advisable, and in the best interests of, Skyworks and its stockholders, the Skyworks board of directors evaluated the merger in consultation with Skyworks’ senior management and advisors, and considered a number of factors that the board members believed supported their decision.
 
The Stockholder Agreement (Page 99)
 
In connection with the transactions contemplated by the merger agreement, all of AATI’s executive officers and directors have, in their capacity as stockholders of AATI, entered into an agreement with


5


Table of Contents

Skyworks (the “stockholder agreement”). Pursuant to the stockholder agreement, among other things, those AATI stockholders irrevocably agreed to vote the shares of AATI common stock owned or subsequently acquired by them (either beneficially or of record) in favor of the merger agreement and the merger. Those stockholders also agreed to vote all of their shares of AATI common stock against any other acquisition proposal or alternative acquisition agreement. As of August 19, 2011, the record date for the special meeting, the directors and executive officers of AATI beneficially owned in the aggregate approximately 5,125,696 shares of AATI common stock entitled to vote at the special meeting, representing approximately 12% of the shares of AATI common stock outstanding as of the record date. A copy of the stockholder agreement is attached to this proxy statement/prospectus as Annex B.
 
The Non-competition Agreement (Page 100)
 
In connection with the merger agreement, Mr. Richard K. Williams, who is a member of the AATI board of directors and serves as AATI’s president, chief executive officer and chief technical officer, has entered into a non-competition, non-solicitation and confidentiality agreement, dated as of May 26, 2011, (the “non-competition agreement”), pursuant to which, among other things, Mr. Williams has agreed, for a period of 24 months from the date of closing of the merger and subject to certain exceptions, not to engage in any business or activity that is in competition with AATI’s business of developing, designing, manufacturing, licensing, marketing, selling and distributing power management semiconductors and related software. The non-competition agreement is conditioned on the completion of the merger, and if the merger does not occur, the non-competition agreement automatically terminates. A copy of the non-competition agreement is attached to this proxy statement/prospectus as Annex C.
 
Material U.S. Federal Income Tax Consequences of the Merger (Page 73)
 
The receipt of Skyworks common stock and cash in exchange for AATI common stock in the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as defined below) who receives Skyworks common stock and cash in the merger will generally recognize capital gain or loss equal to the difference, if any, between (1) the sum of the fair market value of Skyworks common stock as of the effective time of the merger and the amount of cash received, including any cash received in lieu of fractional shares of Skyworks common stock, received in the merger, and (2) such holder’s adjusted tax basis in its AATI common stock exchanged therefor.
 
Interests of AATI’s Directors and Executive Officers in the Merger (Page 68)
 
In considering the recommendation of the AATI board of directors to adopt the merger agreement and approve the merger, you should be aware that certain of AATI’s directors and executive officers have interests in the merger that are different from, or in addition to, their interests as AATI stockholders. The AATI board of directors was aware of and considered these interests, among other matters, in reaching its decision to approve, adopt and declare advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement.
 
All of AATI’s executive officers are parties to change in control agreements with AATI, each of which provides severance and other benefits if the executive’s employment is terminated in connection with a change in control of AATI, including the consummation of the merger. Under certain circumstances, the termination of employment will result in, among other things, acceleration of vesting of some or all unvested equity-related awards granted to AATI officers. Executive officers and directors of AATI have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive consummation of the merger.
 
On May 26, 2011, AATI’s board of directors approved the following grants of restricted stock units to the named executive officers and directors set forth in the table below in connection with their efforts in negotiating the terms of the merger and the merger agreement and in their ongoing efforts that will be needed in order to consummate the merger. These restricted stock units vest over a four-year period with 1/4th of the units vesting on the one year anniversary of the date of grant and 6.25% of the units vesting each quarter


6


Table of Contents

thereafter, and are subject to 100% acceleration of vesting in the event of a change of control of AATI, including the consummation 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  
 
On May 26, 2011, the Board also approved an additional award of 400,000 restricted stock units to Mr. Richard K. Williams, AATI’s president, chief executive officer and chief technical officer, as consideration for entering into the non-competition agreement with Skyworks as a condition to the merger. Such restricted stock units vest, if at all, monthly over a 2-year period commencing with the date of the closing of the merger.
 
Conditions to the Merger (Page 95)
 
Conditions to Each Party’s Obligations.  The obligations of AATI and Skyworks to complete the merger are subject to the following conditions:
 
  •  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.
 
Conditions to Skyworks’ and Merger Sub’s Obligations.  Skyworks’ and Merger Sub’s obligations to effect the merger are further subject to the satisfaction by AATI or waiver by Skyworks and Merger Sub of the following conditions:
 
  •  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,


7


Table of Contents

  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.
 
Conditions to AATI’s Obligations.  AATI’s obligations to effect the merger are subject to the further satisfaction by Skyworks and/or Merger Sub or waiver by AATI of the following conditions:
 
  •  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.
 
See “The Merger Agreement — Conditions to the Merger.” The definition of a “material adverse effect” is described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Material Adverse Effect.”
 
No Solicitation (Page 92)
 
The merger agreement prohibits AATI from directly or indirectly soliciting or negotiating acquisition proposals (as that term is described in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation”). However, under certain circumstances the merger agreement permits AATI to respond to certain written acquisition proposals AATI receives and, subject to payment of a termination fee, terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal (as that term is described in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation”).
 
Termination of the Merger Agreement (Page 96) and Transaction Fees and Expenses; Termination Fee (Page 97)
 
Skyworks and AATI may terminate the merger agreement at any time upon mutual written consent of the parties. Other circumstances under which Skyworks or AATI may terminate the merger agreement are described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement.”
 
AATI is required to pay Skyworks a termination fee of $8,500,000 if the merger agreement is terminated following a change by the AATI board of directors of its recommendation in favor of the merger or in connection with AATI’s entry into a definitive agreement with respect to a superior proposal (as such term is described in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation”) from another party or under certain other circumstances, all as described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Transaction Fees and Expenses; Termination Fee.”
 
AATI is required to pay Skyworks’ and Merger Sub’s expenses incurred in connection with the merger, in an amount not to exceed $500,000, if the merger agreement is terminated under certain other circumstances.


8


Table of Contents

See the section of this proxy statement/prospectus entitled “The Merger Agreement — Transaction Fees and Expenses; Termination Fee.”
 
In no event will AATI be required to pay both the termination fee and Skyworks’ and Merger Sub’s expenses.
 
Regulatory Approvals (Page 74)
 
AATI and Skyworks cannot complete the merger unless they receive approvals or waivers of approval from applicable regulatory authorities. Skyworks determined that the transactions contemplated by the merger agreement are not subject to a waiting period or filings under the HSR Act, but the transactions did require a filing, which Skyworks made in July, and were subject to review by the Fair Trade Commission of the Republic of Korea, which on July 21, 2011 issued its approval of the merger. AATI and Skyworks have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable to obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the merger.
 
For a discussion of the parties’ obligations to use certain efforts to obtain regulatory approvals for the merger, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Efforts to Consummate the Merger; Regulatory Matters.”
 
Listing of Skyworks Common Stock and Delisting of AATI Common Stock (page 80)
 
It is a condition to the merger that Skyworks file a notification of listing with Nasdaq for the shares of common stock to be issued by Skyworks pursuant to the merger agreement. The shares of common stock to be issued by Skyworks pursuant to the merger agreement will trade under the symbol “SWKS” on the same terms as the Skyworks common stock currently trading under that symbol. Shares of AATI common stock are currently traded on The Nasdaq Global Select Market under the symbol “AATI.” If the merger is completed, AATI common stock will no longer be listed on The Nasdaq Global Select Market and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and AATI will no longer file periodic reports with the SEC.
 
AATI Stockholders’ Rights of Appraisal (page 76)
 
Under Section 262 of the Delaware General Corporation Law, as amended (the “DGCL”), holders of AATI common stock may have the right to obtain an appraisal of the value of their shares of AATI common stock in connection with the merger. To perfect appraisal rights, an AATI stockholder must not vote for the adoption of the merger agreement and must strictly comply with all of the procedures required under Delaware law, including submitting a written demand for appraisal to AATI prior to the special meeting. Failure to strictly comply with Section 262 of the DGCL by an AATI stockholder may result in termination or waiver of that stockholder’s appraisal rights. Because of the complexity of Delaware law relating to appraisal rights, if any AATI stockholder is considering exercising his, her or its appraisal rights, Skyworks and AATI encourage such AATI stockholder to seek the advice of his, her or its own legal counsel and financial advisor. A summary of the requirements under Delaware law to exercise appraisal rights is included in this proxy statement/prospectus under the heading “The Merger — AATI Stockholders’ Rights of Appraisal” on page 76 and the text of Section 262 of the DGCL as in effect with respect to this transaction is included as Annex E to this proxy statement/prospectus.
 
Current Market Price of AATI and Skyworks Common Stock (Page 24)
 
AATI common stock trades on The Nasdaq Global Select Market under the ticker symbol “AATI.” The last sale price of AATI common stock at the 4 p.m. Eastern Time end of regular trading hours on Nasdaq on May 25, 2011, the last full trading day prior to the date of the public announcement of the merger agreement, was $3.84. On [ • ], 2011, the last full trading day prior to the date of this proxy statement/prospectus, the last sale price of AATI common stock at the 4 p.m. Eastern Time end of regular trading hours on Nasdaq was


9


Table of Contents

$[ • ]. You are encouraged to obtain current market quotations for AATI common stock in connection with voting your shares.
 
Skyworks common stock trades on Nasdaq under the ticker symbol “SWKS.” The last sale price of Skyworks common stock at the 4 p.m. Eastern Time end of regular trading hours on Nasdaq on May 25, 2011, the last full trading day prior to the date of the public announcement of the merger agreement, was $26.84. On [ • ], 2011, the last full trading day prior to the date of this proxy statement/prospectus, the last sale price of Skyworks common stock at the 4 p.m. Eastern Time end of regular Nasdaq trading hours was $[ • ]. You are encouraged to obtain current market quotations for Skyworks common stock in connection with voting your shares.
 
Risk Factors (Page 13)
 
In evaluating the merger and the merger agreement and deciding how to vote at the special meeting, you should read carefully this proxy statement/prospectus, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 13, 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, in 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.”
 
Delisting and Deregistration of AATI Common Stock (Page 80)
 
If the merger is completed, shares of AATI common stock will no longer be listed or traded on Nasdaq and will be deregistered under the Exchange Act.
 
Litigation Related to the Merger (Page 75)
 
Beginning on June 6, 2011, two putative class action lawsuits were filed purportedly on behalf of AATI’s stockholders in Santa Clara Superior Court, California, captioned Bushansky v. Advanced Analogic Technologies Inc., et al., No. 111CV202403 (the “Bushansky Complaint”), and Venette v. Advanced Analogic Technologies Inc., et al., No. 111CV202501 (the “Venette Complaint”) (together, the “Complaints”). The plaintiffs in these actions generally allege that (1) the members of AATI’s board of directors breached their fiduciary duties to AATI and its stockholders by failing to take steps to maximize stockholder value and by authorizing the sale of AATI to Skyworks in what plaintiffs allege to have been an inadequate process resulting in inadequate consideration to AATI stockholders, and (2) AATI, the members of AATI’s board of directors, Skyworks and Merger Sub aided and abetted the other defendants’ alleged breach of fiduciary duties. These lawsuits generally seek, among other things, to enjoin the merger, to recover the costs of the actions, including attorneys’ fees, and to obtain other related relief. The Bushansky Complaint also seeks to recover compensatory damages.
 
On July 26, 2011, the Court issued an order consolidating the Bushansky action and Venette action into a single, consolidated action captioned In re Advanced Analogic Technologies Inc. Shareholder Litigation, Lead Case No. 111CV202403.
 
AATI, AATI’s board of directors and Skyworks believe that the claims in the consolidated action are without merit and intend to defend against such claims vigorously.


10


Table of Contents

Dividend Policy (Page 75)
 
Skyworks and AATI stockholders have historically not received dividends. The payment of dividends by Skyworks after the merger will be subject to the determination of the Skyworks board of directors. Decisions by the Skyworks board of directors regarding whether or not to pay dividends on Skyworks common stock and the amount of any dividends will be based on compliance with the DGCL and agreements and other factors that the Skyworks board of directors considers important. Skyworks has not paid a dividend on its common stock since its incorporation. While Skyworks anticipates that if the merger were consummated it would continue not to pay dividends, Skyworks can make no assurances that this will be the case in the future.
 
Comparison of Rights of AATI and Skyworks Stockholders (Page 100)
 
As a result of the merger, the holders of AATI common stock will become holders of Skyworks common stock and their rights will be governed by the DGCL and by Skyworks’ certificate of incorporation and bylaws. Following the merger, AATI stockholders may have different rights as stockholders of Skyworks than as stockholders of AATI. For a summary of the material differences between the rights of AATI stockholders and Skyworks stockholders, see “Comparison of Rights of AATI and Skyworks Stockholders” beginning on page 100.
 
Subsequent Developments — Disputed Matters Between the Parties (Page 80)
 
Request by Skyworks for Access to AATI Officer Seeking Partial Release from Stockholder Agreement
 
After the execution and delivery of the Merger Agreement and the Stockholder Agreement, one of the signers of the Stockholder Agreement, Mr. Kevin D’Angelo, vice president of AATI, approached Skyworks through separate personal legal counsel and requested Skyworks’ consent to sell a material portion of his shares of AATI common stock. Mr. D’Angelo, through counsel, claimed that AATI representatives misinformed him as to the purchase price and pressured him into signing the Stockholder Agreement. Skyworks requested that AATI lawyers make a full inquiry into Mr. D’Angelo’s allegations.
 
On July 28, 2011, AATI furnished Skyworks with a copy of an e-mail from Mr. D’Angelo to AATI stating that Mr. D’Angelo was no longer seeking to “rescind” his Stockholder Agreement. The e-mail did not withdraw or speak to Mr. D’Angelo’s request for consent to sell AATI shares or to Mr. D’Angelo’s allegations that he was misled and pressured into signing the Stockholder Agreement. Accordingly, Skyworks continued to believe that unresolved issues remain and reiterated its request for a full inquiry into the matter.
 
AATI’s lawyers thereafter advised Skyworks’ lawyers that they had inquired into the allegations and reported their factual findings, concluding that there had been no inappropriate pressure on Mr. D’Angelo and no intentional misrepresentation as to deal price.
 
Skyworks then requested a direct interview with Mr. D’Angelo to confirm certain points and to answer a number of questions that AATI’s lawyers were unable to answer. AATI’s lawyers initially reported that Mr. D’Angelo was willing to give an interview to Skyworks, but thereafter Mr. D’Angelo’s separate personal legal counsel informed Skyworks that Mr. D’Angelo was not willing to give an interview and that Skyworks should not try to contact Mr. D’Angelo or his legal counsel further.
 
On August 23, 2011, Skyworks delivered a formal written demand to AATI pursuant to Sections 6.4 and 9.2 of the Merger Agreement to provide Skyworks with access to Mr. D’Angelo and to make Mr. D’Angelo available to Skyworks for an interview. AATI has informed Skyworks that it cannot force Mr. D’Angelo to subject himself to an interview and that Mr. D’Angelo has expressed his desires to Skyworks through his counsel. AATI further believes that there is no basis or requirement in the Merger Agreement for Mr. D’Angelo to make himself available on this issue. It is Skyworks’ position that AATI has an obligation under Section 6.4 of the Merger Agreement to provide Skyworks with access to AATI personnel and information concerning AATI, and that this access includes access to Mr. D’Angelo to interview him regarding the matters described above. Skyworks has not consented to Mr. D’Angelo’s request to sell any of his AATI shares.


11


Table of Contents

In an effort to resolve this issue, AATI has informed Skyworks that it is attempting to arrange an interview between Skyworks and Mr. D’Angelo. As of September 8, 2011, Mr. D’Angelo had agreed to be interviewed, but the date and other significant terms, conditions and details of the interview remained unresolved.
 
Formal Request by Skyworks for AATI Business and Financial Information
 
Since the execution of the Merger Agreement, Skyworks has from time to time requested, and AATI has provided, business and financial information of AATI. On August 10, 2011, Skyworks requested additional information relating to AATI’s business and financial performance in recent periods, as well as information relating to disparities between that performance and the outlook stated by AATI in its August 9, 2011 earnings release and earnings call, on the one hand, and forecasts and estimates previously provided by AATI to Skyworks, on the other hand. Skyworks also requested a meeting with AATI management after delivery of the requested business and financial information. On August 16, 2011, Mr. Samuel Anderson, Chairman of AATI, responded to Skyworks offering to provide certain of the information requested by Skyworks on AATI’s revenue forecast and other information (not requested by Skyworks) that AATI wanted Skyworks to consider. Skyworks subsequently reiterated its full original request for information. On August 24, 2011, Skyworks delivered formal written demand to AATI for the requested information. In response to Skyworks’ August 24 demand, AATI committed to delivering certain of the requested information no later than September 2, 2011, indicated that it did not believe that certain of the requested information was appropriate to provide, and offered to meet Skyworks management on September 7 or 8. Skyworks then repeated its request for the information that AATI either refused to provide or did not commit to provide. As of August 31, 2011, AATI has accepted Skyworks’ suggested date of September 13, 2011 for the requested meeting. The parties’ dispute over the scope of information requested by Skyworks and to be provided by AATI has not been resolved.
 
Notice of Breach
 
On September 7, 2011, Skyworks delivered a formal notice of breach to AATI pursuant to sections 6.4, 8.1(f) and 9.2 of the merger agreement asserting that AATI is in breach of its covenants and agreements in section 6.4 of the Merger Agreement and has failed to comply with and perform its obligations under section 6.4 in material respects. The notice refers to Skyworks’ formal written demands of August 23 and 24, and asserts, among other things, that AATI has not provided information and documents covered by the August 24 demand and has not provided access to Mr. Kevin D’Angelo in accordance with the August 23 demand. Skyworks’ notice calls upon AATI to cure the indicated breaches within 10 days of the date of the notice (that is, by September 17, 2011). Section 8.1(f) of the merger agreement entitles Skyworks to terminate the merger agreement if there has been a breach or nonperformance of any representation, warranty, covenant or agreement on the part of AATI set forth in the merger agreement, and the breach or nonperformance would cause any of the conditions set forth in section 7.2(a) or 7.2(b) of the merger agreement not to be satisfied, and the breach or nonperformance is not cured within 10 days after receipt by AATI of written notice of such breach or nonperformance from Skyworks. Section 7.2(b) of the merger agreement in turn provides, among other things, that the obligations of Skyworks and Merger Sub to complete the merger are subject to the condition that AATI shall have complied with and performed in all material respects all obligations required to be performed by it under the merger agreement on or prior to the closing date.
 
On September 7, 2011, AATI responded to Skyworks’ notice, stating that: (i) AATI had provided all of the information and documents reasonably requested by Skyworks pursuant to its written demands of August 23 and August 24 (with the exception of a limited amount of material that would be provided by September 9, 2011), (ii) Skyworks had not specifically identified any information that was purportedly missing, (iii) assuming that there was a breach, such alleged breach would not be material, and (iv) Mr. D’Angelo had volunteered to be interviewed by Skyworks on September 14, 2011. Accordingly, AATI believes it was never in breach of its obligations under the merger agreement, but to the extent there was a breach, it was not material, and was cured by AATI’s subsequent actions as set forth above.
 


12


Table of Contents

 
RISK FACTORS
 
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.


13


Table of Contents

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:
 
  •  the merger agreement requires AATI, under certain circumstances, to pay Skyworks a termination fee of $8.5 million, and, under certain other circumstances, to pay up to $500,000 of Skyworks’ and Merger Sub’s expenses incurred in connection with the merger;
 
  •  Skyworks and AATI will have to pay certain costs incurred by each of them relating to the merger, whether or not the merger is completed;
 
  •  under the merger agreement, AATI is subject to certain restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies; and
 
  •  matters relating to the merger may require substantial commitments of time and resources by Skyworks and AATI management, which could otherwise have been devoted to other opportunities that may have been beneficial to Skyworks and AATI as independent companies, as the case may be.
 
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


14


Table of Contents

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:
 
  •  AATI’s board of directors must have received an alternative acquisition proposal and it must have determined in good faith (after consultation with its financial advisors and outside legal counsel) that the other proposal constitutes a superior proposal;
 
  •  the failure to take such action would reasonably be expected to be a breach of its fiduciary duties;
 
  •  AATI stockholders must not have adopted the merger agreement and approved the merger;
 
  •  AATI must not have violated, in any material respect, any of the terms of the “no-shop” restrictions described above in connection with such acquisition proposal;
 
  •  AATI must have given Skyworks at least three business days’ prior written notice of its intention to take such action (and the notice must have included the terms and conditions of the other proposal);
 
  •  no later than the time of such notice, AATI must have provided Skyworks with a copy of the relevant proposed transaction agreement and other material documents with the other party;
 
  •  if requested by Skyworks, AATI must have negotiated in good faith with Skyworks during the three business day notice period to enable Skyworks to propose changes to the terms of the merger agreement that would cause the other proposal to no longer constitute a superior proposal;


15


Table of Contents

 
  •  AATI’s board of directors must have considered in good faith (after consultation with its financial advisors and outside legal counsel) any changes to the merger agreement proposed by Skyworks in a written offer capable of acceptance and must have determined that the other proposal would continue to constitute a superior proposal even if the changes proposed by Skyworks were made to the merger agreement; and
 
  •  in the event of any material change to the financial or other material terms of the other proposal, AATI must have delivered to Skyworks an additional notice and copies of the relevant proposed transaction agreement and other material documents, with a new three business day notice period.
 
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.


16


Table of Contents

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:
 
  •  integrating and optimizing the utilization of the properties, equipment, suppliers, distribution channels, manufacturing, marketing, promotion and sales activities and information technologies of Skyworks and AATI;
 
  •  consolidating corporate and administrative infrastructures of Skyworks and AATI;
 
  •  coordinating geographically dispersed organizations of Skyworks and AATI;
 
  •  retaining existing customers and attracting new customers of Skyworks and AATI; and
 
  •  conforming standards, controls, procedures and policies, business cultures and compensation structures between the companies.
 
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,


17


Table of Contents

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:
 
  •  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, 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.
 
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.”


18


Table of Contents

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


19


Table of Contents

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


20


Table of Contents

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.


21


Table of Contents

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:
 
  •  potential disruption of Skyworks’ ongoing business and distraction of management;
 
  •  difficulty integrating acquired businesses or segregating assets to be disposed of;
 
  •  exposure to unknown, contingent or other liabilities, including litigation arising in connection with the acquisition or disposition against any businesses Skyworks may acquire; and
 
  •  changing Skyworks’ business profile in ways that could have unintended consequences.
 
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.


22


Table of Contents

 
COMPARATIVE PER SHARE DATA
 
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.
 
                 
    As of and For the
    As of and For the
 
    Nine Months Ended
    Twelve Months Ended
 
    July 1, 2011     October 1, 2010  
 
Skyworks Historical Data
               
Net income per share — basic
  $ 0.89     $ 0.78  
Net income per share — diluted
  $ 0.85     $ 0.75  
Book value per share(1)
  $ 8.23     $ 7.30  
AATI Historical Data
               
Net loss per share — basic and diluted
  $ (0.33 )   $ (0.31 )
Book value per share(1)
  $ 2.72     $ 2.94  
Skyworks Combined Pro Forma Data(4)
               
Net income per share — basic(2)
  $ 0.76     $ 0.60  
Net income per share — diluted(2)
  $ 0.73     $ 0.57  
Book value per share(1)
  $ 8.61     $ 7.72  
AATI Pro Forma Equivalent Data(3)
               
Net income per share — basic
  $ 0.07     $ 0.05  
Net income per share — diluted
  $ 0.06     $ 0.05  
Book value per share(1)
  $ 0.75     $ 0.67  
 
 
(1) Calculated book value based on net assets attributable to Skyworks or AATI, as applicable, divided by the number of shares of common stock outstanding at the balance sheet date.
 
(2) Calculated the average number of basic and diluted shares of Skyworks common stock outstanding for the period presented, plus 3.9 million shares and 4.3 million shares issued as a result of the merger for basic and diluted, respectively.
 
(3) AATI pro forma equivalent amounts calculated by multiplying Skyworks combined pro forma per share amounts by the exchange ratio of 0.08725.
 
(4) 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 Skyworks and AATI Unaudited Pro Forma Condensed Combined Financial Statements for further details.


23


Table of Contents

 
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
 
Market Prices
 
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.
 
                         
          Price Range of
 
          Common Stock  
Skyworks
        High     Low  
 
        Fiscal 2011:                
          First quarter   $ 29.18     $ 20.08  
          Second quarter     36.98       29.19  
          Third quarter     31.46       21.70  
          Fourth quarter (through August 26, 2011)     27.00       18.78  
        Fiscal 2010:                
          First quarter   $ 14.30     $ 10.27  
          Second quarter     16.41       12.69  
          Third quarter     17.91       14.23  
          Fourth quarter     21.09       16.33  
        Fiscal 2009:                
          First quarter   $ 7.51     $ 3.81  
          Second quarter     8.84       4.07  
          Third quarter     10.50       8.02  
          Fourth quarter     14.28       9.50  
 
                         
          Price Range of
 
          Common Stock  
AATI
        High     Low  
 
        Calendar 2011:                
          First quarter   $ 4.68     $ 3.48  
          Second quarter     6.06       3.61  
          Third quarter (through August 26, 2011)     6.09       5.75  
        Calendar 2010:                
          First quarter   $ 4.00     $ 3.13  
          Second quarter     4.08       3.19  
          Third quarter     3.62       2.97  
          Fourth quarter     4.01       3.41  
        Calendar 2009:                
          First quarter   $ 3.90     $ 2.68  
          Second quarter     5.03       3.74  
          Third quarter     5.02       3.97  
          Fourth quarter     3.94       2.99  
 
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.


24


Table of Contents

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.


25


Table of Contents

 
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SKYWORKS
 
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):
 
                                                         
    Nine Months Ended     For The Years Ended  
    July 1,
    July 2,
    October 1,
    October 2,
    October 3,
    September 28,
    September 29,
 
    2011     2010     2010     2009     2008     2007     2006  
 
Net revenue
  $ 1,016,606     $ 758,566     $ 1,071,849     $ 802,577     $ 860,017     $ 741,744     $ 773,750  
Income (loss) before income taxes
  $ 215,980     $ 130,319     $ 195,074     $ 69,756     $ 82,188     $ 38,773     $ (89,824 )
Net income (loss)
  $ 162,376     $ 90,490     $ 137,294     $ 94,983     $ 111,006     $ 39,653     $ (105,202 )
Earnings (loss) per share:
                                                       
Basic
  $ 0.89     $ 0.52     $ 0.78     $ 0.57     $ 0.69     $ 0.25     $ (0.66 )
Diluted
  $ 0.85     $ 0.50     $ 0.75     $ 0.56     $ 0.67     $ 0.25     $ (0.66 )
Weighted average shares:
                                                       
Basic
    182,642       174,220       175,020       167,047       161,878       159,993       159,408  
Diluted
    190,628       182,072       182,738       169,663       164,755       161,064       159,408  
 
Consolidated Balance Sheet Data (in thousands):
 
                                                         
    As of     As of  
    July 1,
    July 2,
    October 1,
    October 2,
    October 3,
    September 28,
    September 29,
 
    2011     2010     2010     2009     2008     2007     2006  
 
Cash and equivalents
  $ 309,645     $ 383,824     $ 453,257     $ 364,221     $ 225,104     $ 241,577     $ 136,749  
Accounts receivable, net
  $ 186,129     $ 154,783     $ 175,232     $ 115,034     $ 146,710     $ 167,319     $ 158,798  
Inventory
  $ 188,795     $ 118,119     $ 125,059     $ 86,097     $ 103,791     $ 82,109     $ 81,529  
Working capital
  $ 467,784     $ 492,539     $ 585,541     $ 393,884     $ 345,916     $ 316,808     $ 245,223  
Goodwill and intangibles
  $ 768,996     $ 499,367     $ 498,096     $ 501,138     $ 503,417     $ 494,332     $ 508,975  
Total assets
  $ 1,805,599     $ 1,448,232     $ 1,564,052     $ 1,352,591     $ 1,235,371     $ 1,188,834     $ 1,090,002  
Short term debt
  $ 25,744     $ 50,000     $ 50,000     $ 81,865     $ 50,000     $ 99,021     $ 50,000  
Long term debt, less current maturities
  $     $ 24,421     $ 24,743     $ 41,483     $ 119,500     $ 167,044     $ 165,398  
Total equity
  $ 1,532,174     $ 1,220,706     $ 1,316,596     $ 1,108,779     $ 961,604     $ 818,543     $ 742,536  


26


Table of Contents

 
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AATI
 
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):
 
                                                         
    Six Months Ended     For The Years Ended  
    June 30,
    June 30,
    December 31,
    December 31,
    December 31,
    December 31,
    December 31,
 
    2011     2010     2010     2009     2008     2007     2006  
 
Net revenue
  $ 44,536     $ 45,064     $ 94,061     $ 86,512     $ 90,339     $ 109,610     $ 81,161  
(Loss) income before income taxes
  $ (10,400 )   $ (7,313 )   $ (14,503 )   $ (11,904 )   $ (11,567 )   $ 2,758     $ (2,372 )
Net (loss) income
  $ (10,746 )   $ (8,115 )   $ (12,752 )   $ (12,673 )   $ (20,074 )   $ 1,486     $ (2,176 )
(Loss) earnings per share:
                                                       
Basic
  $ (0.25 )   $ (0.19 )   $ (0.30 )   $ (0.29 )   $ (0.44 )   $ 0.03     $ (0.05 )
Diluted
  $ (0.25 )   $ (0.19 )   $ (0.30 )   $ (0.29 )   $ (0.44 )   $ 0.03     $ (0.05 )
Weighted average shares:
                                                       
Basic
    42,875       42,923       42,561       42,973       45,535       44,728       43,477  
Diluted
    42,875       42,923       42,561       42,973       45,535       47,007       43,477  
 
Consolidated Balance Sheet Data (in thousands):
 
                                                         
    As of     As of  
    June 30,
    June 30,
    December 31,
    December 31,
    December 31,
    December 31,
    December 31,
 
    2011     2010     2010     2009     2008     2007     2006  
 
Cash and cash equivalents
  $ 25,569     $ 10,418     $ 37,158     $ 36,120     $ 52,094     $ 53,779     $ 58,121  
Short term investments
  $ 61,192     $ 83,518     $ 50,245     $ 65,883     $ 57,443     $ 60,448     $ 49,566  
Accounts receivable, net
  $ 14,387     $ 12,818     $ 13,629     $ 9,348     $ 6,654     $ 14,428     $ 11,037  
Inventory
  $ 12,136     $ 9,567     $ 11,390     $ 7,234     $ 9,016     $ 12,214     $ 8,480  
Working capital
  $ 98,057     $ 104,261     $ 100,283     $ 112,422     $ 118,840     $ 127,768     $ 115,914  
Goodwill and intangibles
  $ 16,133     $ 16,199     $ 16,166     $ 16,233     $ 16,511     $ 17,844     $ 20,062  
Total assets
  $ 139,289     $ 143,915     $ 138,822     $ 147,144     $ 153,255     $ 176,612     $ 161,252  
Total equity
  $ 119,557     $ 123,345     $ 122,362     $ 132,050     $ 141,234     $ 157,398     $ 145,991  


27


Table of Contents

 
SKYWORKS AND AATI UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
 
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


28


Table of Contents

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.


29


Table of Contents

Skyworks Solutions, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of July 1, 2011
 
                                     
    Historical                  
    As of                  
    Skyworks
    AATI
    Pro Forma
           
    July 1,
    June 30,
    Adjustments
        Pro Forma
 
    2011     2011     (Note 2)         Combined  
    (In thousands)  
 
ASSETS
Current assets:
                                   
Cash, cash equivalents and short term investments
  $ 309,645     $ 86,761     $ (194,992 )   A   $ 201,414  
Restricted cash
    712                       712  
Accounts receivables, net
    186,129       14,387                 200,516  
Inventories
    188,795       12,136       4,093     B     205,024  
Other current assets
    26,852       1,773                 28,625  
                                     
Total current assets
    712,133       115,057       (190,899 )         636,291  
Property, plant and equipment, net
    252,755       4,855                 257,610  
Goodwill
    672,693       16,116       114,039     C     802,848  
Intangible assets, net
    96,303       17       76,500     D     172,820  
Deferred tax assets (liability), net
    62,088       188       (9,576 )   E     52,700  
Other assets
    9,627       3,056                 12,683  
                                     
Total assets
  $ 1,805,599     $ 139,289     $ (9,936 )       $ 1,934,952  
                                     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
                                   
Short-term debt
  $ 25,744     $     $         $ 25,744  
Accounts payable
    116,648       11,720                 128,368  
Accrued compensation and benefits
    28,948                       28,948  
Other accrued and current liabilities
    73,009       5,280       6,104     F     84,393  
                                     
Total current liabilities
    244,349       17,000       6,104           267,453  
Other long-term liabilities
    29,076       2,732                 31,808  
                                     
Total liabilities
    273,425       19,732       6,104           299,261  
Commitments and contingencies
                                   
Stockholders’ equity:
                                   
Preferred stock, no par value
                           
Common stock
    46,538       48       916     G     47,502  
Additional paid-in capital
    1,773,264       196,585       (94,032 )   G     1,875,817  
Treasury stock, at cost
    (120,847 )     (12,251 )     12,251     G     (120,847 )
Accumulated deficit
    (165,484 )     (65,090 )     65,090     G     (165,484 )
Accumulated other comprehensive loss
    (1,297 )     265       (265 )   G     (1,297 )
                                     
Total stockholders’ equity
    1,532,174       119,557       (16,040 )         1,635,691  
                                     
Total liabilities and stockholders’ equity
  $ 1,805,599     $ 139,289     $ (9,936 )       $ 1,934,952  
                                     
 
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements


30


Table of Contents

Skyworks Solutions, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended July 1, 2011
 
                                     
    Historical                  
    Nine Months Ended                  
    July 1,
    June 30,
    Pro Forma
           
    2011
    2011
    Adjustments
        Pro Forma
 
    Skyworks     AATI     (Note 2)         Combined  
    (In thousands, Except per share Data)  
 
Net revenue
  $ 1,016,606     $ 68,551     $         $ 1,085,157  
Cost of goods sold
    570,862       38,703                 609,565  
                                     
Gross profit
    445,744       29,848                 475,592  
Operating expenses:
                                   
Research and development
    121,228       19,765                 140,993  
Selling, general and administrative
    99,642       23,226                 122,868  
Amortization of intangibles
    7,246             16,375     D     23,621  
                                     
Total operating expenses
    228,116       42,991       16,375           287,482  
                                     
Operating income (loss)
    217,628       (13,143 )     (16,375 )         188,110  
Interest (expense) income
    (1,463 )     127           A     (1,336 )
Other loss, net
    (185 )     (167 )               (352 )
                                     
Income (loss) before income taxes
    215,980       (13,183 )     (16,375 )         186,422  
Provision (benefit) for income taxes
    53,604       907       (9,566 )   H     44,945  
                                     
Net income (loss)
  $ 162,376     $ (14,090 )   $ (6,809 )       $ 141,477  
                                     
Earnings (loss) per share:
                                   
Basic
  $ 0.89     $ (0.33 )   $         $ 0.76  
                                     
Diluted
  $ 0.85     $ (0.33 )   $         $ 0.73  
                                     
Weighted average shares:
                                   
Basic
    182,642       42,666       3,858           186,500  
Diluted
    190,628       42,666       4,342           194,970  
 
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements


31


Table of Contents

Skyworks Solutions, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Twelve Months Ended October 1, 2010
 
                                     
    Historical                  
    Twelve Months Ended                  
    October 1,
    September 30,
    Pro Forma
           
    2010
    2010
    Adjustments
        Pro Forma
 
    Skyworks     AATI     (Note 2)         Combined  
    (In thousands, Except per share Data)  
 
Net revenue
  $ 1,071,849     $ 90,891     $         $ 1,162,740  
Cost of goods sold
    615,016       48,958                 663,974  
                                     
Gross profit
    456,833       41,933                 498,766  
Operating expenses:
                                   
Research and development
    134,140       30,766       5,000     D     169,906  
Selling, general and administrative
    117,853       27,617                 145,470  
Amortization of intangibles
    6,136             23,833     D     29,969  
Restructuring and other charges (credits)
    (1,040 )                     (1,040 )
                                     
Total operating expenses
    257,089       58,383       28,833           344,305  
                                     
Operating income (loss)
    199,744       (16,450 )     (28,833 )         154,461  
Interest (expense) income
    (4,246 )     337           A     (3,909 )
Loss on early retirement of convertible debt
    (79 )                     (79 )
Other loss, net
    (345 )     (159 )               (504 )
                                     
Income (loss) before income taxes
    195,074       (16,272 )     (28,833 )         149,969  
Provision (benefit) for income taxes
    57,780       (2,904 )     (12,411 )   H     42,465  
                                     
Net income (loss)
  $ 137,294     $ (13,368 )   $ (16,422 )       $ 107,504  
                                     
Earnings (loss) per share:
                                   
Basic
  $ 0.78     $ (0.31 )   $         $ 0.60  
                                     
Diluted
  $ 0.75     $ (0.31 )   $         $ 0.57  
                                     
Weighted average shares:
                                   
Basic
    175,020       42,738       3,858           178,878  
Diluted
    182,738       42,738       4,342           187,080  
 
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements


32


Table of Contents

Skyworks Solutions, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
 
Note 1:   Basis of Pro Forma Presentation
 
The merger agreement provides for the merger of Merger Sub, a wholly owned subsidiary of Skyworks, into AATI. The unaudited pro forma condensed combined balance sheet combines the unaudited historical consolidated balance sheet of Skyworks as of July 1, 2011 and the unaudited historical consolidated balance sheet of AATI as of June 30, 2011 and gives effect to the merger as if it had been completed on July 1, 2011. 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 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 twelve months ended October 1, 2010 combines the audited historical results of Skyworks for the fiscal year ended October 1, 2010 and the unaudited 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 unaudited 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. Based on a preliminary assessment, we have not noted any significant differences between the two companies’ accounting policies.
 
Upon completion of the merger, each outstanding share of AATI common stock (except for shares held directly or indirectly by Skyworks, Merger Sub, AATI or any wholly owned subsidiary of AATI (which will be cancelled as a result of the merger), and except for shares held by stockholders exercising dissenter’s rights) will automatically become the right to receive an aggregate of $6.13 per share, 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 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, if Skyworks’ average reported last sale price during the pre-closing measurement period is less than $21.00, Skyworks has the right to pay the entire $6.13 per share in cash. See Note 4 for further details.
 
The pro forma presentation below assumes that the average last sale price of Skyworks common stock in the pre-closing measurement period is $19.71 (the average last sale price of Skyworks common stock for the five-trading-day measurement period ending on August 26, 2011), which would result in cash consideration of $4.41 and stock consideration of $1.72 ($19.71 x 0.08725) per outstanding share of AATI common stock (for total merger consideration of $6.13 per outstanding share of AATI common stock), and an option exchange ratio of .311 ($6.13 ¸ $19.71).


33


Table of Contents

Skyworks Solutions, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)
 
Preliminary Purchase Price
 
The total estimated preliminary purchase price expected to be transferred to effect the merger is as follows (in millions except share and per share amounts):
 
         
Acquisition of 44.2 million shares of outstanding common stock of AATI at $4.41 per share in cash
  $ 195.0  
Estimated fair value of Skyworks shares to be issued in exchange for 44.2 million shares of outstanding common stock of AATI (A1)
  $ 76.0  
Exchange of approximately 6.1 million vested stock option awards of AATI employees for vested Skyworks stock option awards with an estimated fair value of (A2):
  $ 20.3  
Exchange of approximately 1.2 million shares of vested restricted share units of AATI employees for vested Skyworks restricted share units with estimated fair value of (A2):
  $ 7.2  
         
Estimated purchase price consideration
  $ 298.5  
         
 
A1. The fair value of the Skyworks shares issued in exchange for outstanding shares of AATI common stock is computed as follows (in thousands, except per share data).
 
         
Shares of AATI common stock outstanding at August 26, 2011
    44,213  
Per share exchange ratio
    ×0.08725  
         
Number of shares of Skyworks common stock to be issued in the merger
    3,858  
Estimated Effective Time Share Price
    ×$19.71  
         
Estimated fair value of shares of Skyworks common stock to be issued in the merger
    $76,033  
         
 
A2. Derived by applying a contractually defined exchange ratio of 0.311(assuming a $19.71 Skyworks average last reported sale price in the pre-closing measurement period) to all outstanding stock options and determining the estimated fair market value of such converted stock options using the Black-Scholes valuation methodology with the following assumptions:
 
     
Dividend Yield
  0%
Volatility
  49.3%
Risk Free Rate
  1.59%
Expected Life
  4.1 years
Effective Time Stock Price Assumed
  $19.71 per share
 
We have estimated a fair value of $27.5 million for the Skyworks stock options and restricted stock units expected to be issued in the assumption and conversion of stock option and restricted stock units at the effective time of the merger in accordance with the merger agreement. The $27.5 million has been attributed to the preliminary estimate of purchase price which is subject to final purchase accounting and valuation in accordance with ASC 718 Compensation — Stock Compensation. The fair value of all unvested stock option and restricted stock units as of the effective time of the merger subject to future service conditions shall be recognized as stock compensation expense in future periods. Skyworks anticipates approximately $10.9 million in future compensation expense as a result of the assumption and conversion of options and restricted stock units.


34


Table of Contents

Skyworks Solutions, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)
 
Preliminary Purchase Price Allocation
 
The purchase price has been allocated based on a preliminary estimate of the fair value of net assets acquired as of July 1, 2011 (in thousands):
 
         
Preliminary Purchase Price Allocation:
       
Net book value of assets acquired
  $ 119,557  
Less: impact to accumulated deficit for transaction related costs incurred by AATI
    (6,104 )
Less: AATI goodwill and intangibles
    (16,133 )
         
Adjusted net book value of assets acquired as of July 1, 2011
    97,320  
Increase in identifiable intangible assets
    76,500  
Increase in inventory to fair value
    4,093  
Decrease in deferred tax assets to fair value
    (9,576 )
Goodwill
    130,155  
         
Total net assets acquired
  $ 298,492  
         
 
Note 2:   Pro Forma Adjustments
 
The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:
 
A. Cash — Represents the estimated use of cash to fund the cash portion of the merger consideration. Management has assessed the impact of cash consideration paid on pro forma interest income. Based on our cash investment policy and the low interest rate environment, we have determined the impact to be de minimis.
 
B. Inventory — To record the difference between the historical book value and preliminary estimated fair values of AATI inventory acquired in the transaction. The impact of the fair value adjustment to inventory has not been reflected in the pro forma statement of operations given management’s assessment that it is non-recurring in nature.
 
C. Goodwill — To eliminate AATI historical goodwill and record the preliminary estimate of goodwill for the acquisition of AATI. The pro forma adjustment to goodwill includes the following (in thousands):
 
                         
    AATI
    Preliminary
       
    Historical
    Estimated
       
    Amount     Fair Value     Increase  
 
Goodwill
  $ 16,116     $ 130,155     $ 114,039  
 
D. Intangible Assets — To reflect the estimated purchase price allocation to identifiable intangible assets acquired. These estimated fair values and useful lives are considered preliminary and are subject to change in accordance with ASC 805 Business Combinations. Changes in fair value or useful lives and associated amortization expense of the acquired intangible assets may be material. The acquired finite-


35


Table of Contents

Skyworks Solutions, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)
 
lived intangible assets are reflected as being amortized over estimated useful lives, as presented below, using the straight-line method. The acquired intangible assets include the following (in thousands):
 
                             
              Pro Forma amortization expense  
          Weighted Average
  For the Twelve
    For the Nine Months
 
    Preliminary Fair
    Estimated Useful
  Months Ended
    Ended July 1,
 
    Values     Life (Years)   October 1, 2010     2011  
 
Patent portfolio
  $ 35,000     3.0   $ 11,667     $ 8,750  
Non-patented technology
  $ 17,500     3.0   $ 5,833     $ 4,375  
Customer relationships
  $ 10,000     3.0   $ 3,333     $ 2,500  
Backlog
  $ 2,000     0.1   $ 2,000     $  
In process research and development
  $ 5,000     1.0   $     $  
Trademarks, tradenames
  $ 5,000     Indefinite   $     $  
Non-competes
  $ 2,000     2.0   $ 1,000     $ 750  
                             
Subtotal
  $ 76,500         $ 23,833     $ 16,375  
                             
 
Note:  In process research and development is estimated to be expensed within one year and was included in research and development in the twelve month Statement of Operations.
 
E. Deferred Tax Asset — To record the preliminary adjustments to reflect fair value of deferred tax assets acquired. Management has determined that it is more likely than not that it will be able to realize an additional $17.2 million of AATI’s deferred tax assets, resulting in a reduction to AATI’s existing valuation allowance. This net increase to the net deferred tax asset of $17.2 million is offset by the estimated deferred tax liability of $26.8 million associated with the estimated valuation of AATI’s intangible assets calculated at the statutory tax rate.
 
F. Other Current Liabilities — To record estimated current liabilities to be incurred which are directly attributable to the transaction including transaction related advisory fees, estimated cash change of control obligations and other professional fees. In accordance with ASC 805, Business Combinations, these amounts would be expensed as incurred. For the purposes of presenting the Unaudited Pro Forma Condensed Combined Statement of Operations for the twelve month period ended October 1, 2010, such expenses are not reflected as they would have been incurred prior to the Effective Date.
 
G. Equity — Adjustments to shareholders’ equity represents the elimination of AATI’s historical shareholders’ equity and the issuance of approximately 3.9 million shares of Skyworks common stock upon completion of the transaction. The estimated value of Skyworks’ shares to be issued is approximately $76.0 million based on the assumed exchange ratio of 0.08725 per each share of Skyworks common stock and the assumed Skyworks average last reported sale price in the pre-closing measurement period of $19.71 per share. (The actual Skyworks average last reported sales price in the pre-closing measurement period will be calculated at or prior to closing and may be higher or lower than $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.) Also reflected is an adjustment to record an estimated $27.5 million in fair value of Skyworks options and restricted stock units to be issued upon the assumption and conversion of those of AATI.


36


Table of Contents

Skyworks Solutions, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)
 
Adjustments to additional paid-in capital are as follows (in thousands):
 
         
Eliminate AATI historical additional paid-in capital
  $ (196,585 )
Estimated fair value of Skyworks common stock to be issued (net of $0.25 per share par value)
    75,069  
Estimated fair value of assumed stock options and restricted stock units deemed as purchase consideration
    27,484  
         
Total
  $ (94,032 )
         
 
H. Provision (benefit) for income taxes — To reflect the estimated tax benefit associated with the combined Company’s ability to utilize AATI’s net loss for the period and the tax impact of the amortization expense at the statutory rate. These amounts are preliminary estimates and may differ materially in actual future results of operations.
 
Note 3.   Pro Forma Net Income Per Share
 
Pro forma basic and diluted net income per share is calculated by dividing the pro forma combined net income by the pro forma weighted-average number of shares outstanding. The pro forma basic and diluted net income per share amounts presented in the unaudited pro forma condensed combined statements of operations are based on the weighted-average number of Skyworks common stock outstanding and are adjusted for additional shares issued in the merger.
 
                                 
    Basic     Diluted  
    For The Year
          For The Year
       
    Ended
    For the Nine
    Ended
    For the Nine
 
    October 1,
    Months Ended
    October 1,
    Months Ended
 
    2010     July 1, 2011     2010     July 1, 2011  
 
Historical weighted average shares outstanding
    175,020       182,642       182,738       190,628  
Additional common stock to be issued in the transaction
    3,858       3,858       4,342       4,342  
                                 
Pro Forma weighted average shares outstanding
    178,878       186,500       187,080       194,970  
                                 
 
Note 4:   All Cash Consideration Scenario
 
In the event Skyworks’ average last reported sale price during the pre-closing measurement period is less than $21.00 per share, Skyworks has the right to pay the entire consideration of $6.13 per outstanding AATI share in cash (the “all cash scenario”). Total consideration paid would not change, however the mix of cash and stock would be materially different under the all cash scenario. 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. Assuming the average last reported sale price during the pre-closing measurement period is $19.71 per share, and Skyworks elects the all cash scenario, the number of shares outstanding, basic and diluted EPS, cash, common stock and additional paid in capital would differ from the amounts presented in the tables above. The total amount of consideration paid and preliminary fair value assessments of goodwill and intangible assets would not be affected by this change.


37


Table of Contents

Skyworks Solutions, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)
 
Consideration paid would change as follows:
 
                 
    As
    All Cash
 
Consideration Paid
  Presented     Scenario  
 
Acquisition of 44.2 million shares of outstanding common stock of AATI at $4.25 per share as presented and $6.13 per share under the all cash scenario; respectively:
  $ 195.0     $ 271.0  
Estimated fair value of Skyworks shares to be issued in exchange for 44.2 million shares of outstanding common stock of AATI:
    76.0        
Exchange of approximately 6.0 million vested stock option awards of AATI employees for vested Skyworks stock option awards with an estimated fair value of:
    20.3       20.3  
Exchange of approximately 1.2 million shares of vested restricted share units of AATI employees for vested Skyworks restricted share units with estimated fair value of:
    7.2       7.2  
                 
Estimated purchase price consideration
  $ 298.5     $ 298.5  
                 
 
Under an all cash scenario, the number of shares outstanding for the combined company would be reduced by 3.9 million for the year ended October 1, 2010 and the nine months ended July 1, 2011. In addition, cash would be further reduced by $76.0 million, representing the additional cash consideration paid per outstanding AATI share. As a result, the comparative per share data presented above would change as follows:
 
                                 
    As Presented     All Cash Scenario  
    As of and for
    As of and for
    As of and for
    As of and for
 
    the Nine Months
    the Twelve Months
    the Nine Months
    the Twelve Months
 
    Ended
    Ended
    Ended
    Ended
 
    July 1, 2011     October 1, 2010     July 1, 2011     October 1, 2010  
 
Skyworks Combined Pro Forma Data
                               
Net income per share — basic
  $ 0.76     $ 0.60     $ 0.77     $ 0.61  
Net income per share — diluted
  $ 0.73     $ 0.57     $ 0.74     $ 0.59  
Book value per share
  $ 8.61     $ 7.72     $ 8.21     $ 7.31  


38


Table of Contents

 
FORWARD-LOOKING STATEMENTS
 
This proxy statement/prospectus, and the documents to which AATI and Skyworks refers you in this proxy statement/prospectus (including information included or incorporated by reference herein), include forward-looking statements within the meaning of Section 21E of the Exchange Act or the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “believes,” “estimates,” “anticipates,” “continues,” “predicts,” “potential,” “projects,” “plans,” “intends,” “contemplates,” “expects,” “may,” “will,” “likely,” “could,” “should” or “would” or other similar words or phrases. Such statements are based on the current expectations and assessments of Skyworks management and AATI management of risks and uncertainties and reflect various assumptions concerning anticipated results, which may or may not prove to be correct. These forward-looking statements involve significant risks and uncertainties that are difficult to predict, most of which are outside of AATI’s and Skyworks’ control. Some of the factors that could cause actual results to differ materially from estimates or projections contained in such forward-looking statements include, but are not limited to:
 
  •  those discussed and identified in public filings with the SEC made by Skyworks and AATI;
 
  •  failure to satisfy the conditions to the completion of the merger, including the adoption of the merger agreement and approval of the merger by AATI stockholders, or the failure to obtain the regulatory approvals required for the transaction on the terms expected or on the anticipated schedule;
 
  •  market conditions;
 
  •  the effect of the announcement of the merger on AATI’s and Skyworks’ business relationships, operating results and business generally;
 
  •  the ability to retain certain of AATI’s and Skyworks’ key employees;
 
  •  the impact of any failure to complete the transaction;
 
  •  the amount of costs, fees, expenses and charges related to the merger;
 
  •  the failure of Skyworks to integrate AATI successfully;
 
  •  the impact of any differences in the use of estimates, judgments and the applications of accounting principles between Skyworks and AATI;
 
  •  the potential inability to successfully operate AATI’s business;
 
  •  general industry conditions;
 
  •  global economic conditions;
 
  •  the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;
 
  •  Skyworks’ and AATI’s ability to meet expectations regarding the timing and completion of the merger;
 
  •  changes of applicable laws or regulations; and
 
  •  potential or actual litigation.
 
AATI and Skyworks caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Item 1A of Skyworks’ Form 10-Q for the fiscal quarter ended July 1, 2011, filed with the SEC on August 9, 2011, in 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


39


Table of Contents

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. All subsequent written and oral forward-looking statements concerning AATI, Skyworks, AATI’s stockholder meeting, the merger, the related transactions or other matters attributable to AATI or Skyworks or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These forward-looking statements speak only as of the date of this proxy statement/prospectus, or in the case of forward-looking statements contained in documents incorporated in this proxy statement/prospectus by reference, the date of such documents, and neither AATI nor Skyworks undertake any obligation to update or revise them as more information becomes available or to reflect the occurrences of anticipated or unanticipated events, except as required by law.


40


Table of Contents

 
 
 
AATI develops advanced semiconductor system solutions that play a key role in the continuing evolution of feature-rich, energy efficient electronic devices. AATI focuses on addressing the application-specific power management needs of consumer, communications and computing electronic devices, such as wireless handsets, notebook and tablet computers, smartphones, camera phones, digital cameras, personal media players, Bluetooth headphones and accessories, digital TVs, set top boxes and displays.
 
AATI focuses its design and marketing efforts on application-specific power management needs in rapidly-evolving devices. Through AATI’s “Total Power Management” approach, AATI offers a broad range of products that support multiple applications, features, and services across a diverse set of electronic devices. AATI targets its design efforts on proprietary products which offer characteristics that differentiate them from those offered by AATI’s competitors and which AATI believes are likely to generate high-volume demand from multiple customers. AATI also selectively licenses its devices, process, package, and application-related technologies.
 
AATI’s growth strategy involves three elements, to maintain revenues in its existing markets and applications such as LED lighting in handheld devices, to penetrate new applications in existing markets such as battery charging in cell phones, and to selectively enter totally new markets such as high definition televisions.
 
Headquartered in Silicon Valley, AATI has development centers in Santa Clara, Shanghai, Hong Kong, Taiwan, and has Asia-based operations and logistics. AATI was incorporated in California in August 1997 and reincorporated in Delaware in April 2005. AATI’s principal executive offices are located at 3230 Scott Boulevard, Santa Clara, California 95054, and its telephone number is (408) 737-4600.
 
Skyworks Solutions, Inc.
 
Skyworks, together with its consolidated subsidiaries, 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 cellular handset applications. Skyworks’ 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.
 
Skyworks has aligned its product portfolio around two broad markets: cellular handsets and analog semiconductors. In general, Skyworks’ handset portfolio includes highly customized power amplifiers and front-end solutions that are in many of today’s cellular devices, from entry level to multimedia platforms and smart phones. Some of Skyworks’ primary handset customers include LG Electronics, Motorola, Nokia, Samsung, Sony Ericsson, Research in Motion, and HTC. Skyworks’ competitors include Avago Technologies, RF Micro Devices and Triquint Semiconductor.
 
In parallel, Skyworks offers over 2,500 different catalog and custom linear products to a highly diversified non-handset customer base. Skyworks’ customers include infrastructure, automotive, energy management, medical and military providers such as Huawei, Ericsson, Landis + Gyr, Sensus, Itron, Siemens, and Northrop Grumman. Skyworks’ competitors in the linear products markets include Analog Devices, Hittite Microwave, Linear Technology and Maxim Integrated Products.
 
Headquartered in Woburn, Massachusetts, Skyworks is a Delaware corporation that was formed in 1962. The Company changed its corporate name from Skyworks Industries, Inc. to Skyworks Solutions, Inc. on June 25, 2002 following a business combination. Skyworks has worldwide operations with engineering, manufacturing, sales and service facilities throughout Asia, Europe and North America. Skyworks’ principal executive offices are located at 20 Sylvan Road, Woburn, MA 01801, and its phone number is (949) 231-4700.
 
PowerCo Acquisition Corp.
 
PowerCo Acquisition Corp. (or “Merger Sub”) is a Delaware corporation that was formed solely for the purpose of entering into the merger agreement and completing the merger and other transactions contemplated by the merger agreement. Merger Sub has engaged in no business other than in connection with the transactions contemplated by the merger agreement. Merger Sub’s principal executive offices are located at c/o Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA 01801, and its phone number is (949) 231-4700.


41


Table of Contents

 
 
 
This proxy statement/prospectus is being furnished to AATI’s stockholders as part of the solicitation of proxies by the AATI board of directors for use at the special meeting to be held on [ • ], 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, or at any postponement or adjournment thereof. The purpose of the special meeting is for AATI’s stockholders to consider and vote on:
 
  •  a proposal to adopt the merger agreement and to approve the merger, the terms of which provide, among other things, for the merger of Merger Sub with and into AATI, 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 treasury of AATI or owned, directly or indirectly, by Skyworks, 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 the initial calculated amount of $3.68 (subject to adjustment up or down as set forth in the merger agreement);
 
  •  a proposal to approve, by non-binding, advisory vote, 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”;
 
  •  a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting to approve and adopt the merger agreement; and
 
  •  such other business as may properly come before the special meeting by or at the direction of AATI’s board of directors or any adjournments or postponements of the special meeting.
 
AATI does not expect a vote to be taken on any other matters at the special meeting. If any other matters are properly presented at the special meeting for consideration, the holders of proxies, if properly authorized, will have discretion to vote on those matters in accordance with their best judgment.
 
Record Date and Quorum
 
AATI has fixed the close of business on August 19, 2011 as the record date for the special meeting, and only holders of record of AATI common stock at the close of business on the record date are entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof (unless the board of directors fixes a new record date for any such postponed or adjourned meeting). As of the record date, there were 44,213,095 shares of AATI common stock outstanding and entitled to vote. Each holder of record of AATI common stock on the record date will be entitled to one vote for each share owned of record as of the close of business on the record date. A majority of the votes entitled to be cast by holders of issued and outstanding shares of AATI common stock constitutes a quorum for the purpose of the special meeting. Shares of AATI common stock present in person or represented at the special meeting but not voted, including shares of AATI common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. In the event that a quorum is not present at the special meeting, the special meeting may be adjourned or postponed to solicit additional proxies.
 
Vote Required for Approval
 
Adoption of the merger agreement and approval of the merger requires the affirmative vote of at least a majority of all of the votes entitled to be cast by holders of the shares of AATI common stock that are issued and outstanding as of the record date and entitled to vote thereon. Therefore, if you abstain or fail to vote, it


42


Table of Contents

will have the same effect as a vote “AGAINST” the adoption of the merger agreement and approval of the merger. In addition, if your shares are held in street name by a broker or other nominee, your broker or other nominee will not be entitled to vote your shares on the proposal to adopt the merger agreement and approve the merger in the absence of specific instructions from you. These non-voted shares will have the same effect as a vote “AGAINST” the adoption of the merger agreement and approval of the merger.
 
Approval of the non-binding, advisory vote regarding merger-related named executive officer compensation arrangements requires the affirmative vote of holders of a majority of the shares of AATI common stock present in person or represented by proxy and entitled to vote thereon. Abstaining will have the same effect as a vote “AGAINST” this non-binding, advisory proposal. If you fail to vote or if you fail to provide your broker with instructions on the proposal, your shares will not be counted as shares present and entitled to vote on the proposal and will have no effect on the proposal. Stockholders should note that the proposal regarding merger-related named executive officer compensation arrangements is merely an advisory vote which will not be binding on AATI, Skyworks or their respective boards of directors.
 
The adoption of the proposal to adjourn the special meeting to a later time, if necessary or appropriate, to solicit additional proxies requires the votes cast favoring the action to exceed the votes cast opposing the action. Therefore, if you abstain or fail to vote, it will have no effect on the outcome of the proposal to adjourn the special meeting. If you fail to provide your broker with instructions on the proposal, your shares will not be counted as shares present and entitled to vote on the proposal to adjourn the special meeting and will have no effect on the vote to adjourn the special meeting.
 
 
As of the record date for the AATI special meeting, AATI’s directors, executive officers and their affiliates, as a group, beneficially owned and were entitled to vote an aggregate of 5,125,696 shares of AATI common stock, or approximately 12% of the total outstanding shares of AATI common stock as of the record date.
 
In connection with the merger agreement, as a condition to Skyworks’ entering into the merger agreement, Skyworks entered into a stockholder agreement with certain of the officers and directors of AATI (namely, Richard K. Williams, Samuel J. Anderson, Jason L. Carlson, Jaff Lin, Thomas P. Redfern, Chandramohan Subramanian, Jun-Wei Chen, Ashok Chandran and Kevin D’Angelo). Pursuant to the stockholder agreement, each signing stockholder has agreed to vote all shares of AATI common stock beneficially owned by such stockholder in favor of adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement and against any other acquisition proposal or alternative acquisition agreement made in opposition to the consummation of the merger and the transactions contemplated by the merger agreement. The signing stockholders have also granted Skyworks an irrevocable proxy to vote their shares of AATI common stock at any meeting of AATI stockholders called with respect to the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement.
 
The signing stockholders own 2,639,035 issued and outstanding shares of AATI common stock and options currently vested or vesting in the 60 days following August 19, 2011 (without giving effect to any acceleration that may occur upon consummation of the merger) that are exercisable for 2,486,661 shares of AATI common stock, representing, in the aggregate approximately 12% of the 44,213,095 shares outstanding as of August 19, 2011. Under the terms of the stockholder agreement, any shares of AATI common stock received upon the exercise of stock options or the settlement of restricted stock units by the stockholders who have signed the stockholder agreement are subject to the provisions of the stockholder agreement.
 
The stockholder agreement terminates upon the earlier to occur of the effective time of the merger or any termination of the merger agreement in accordance with its terms, and the proxy granted to Skyworks terminates automatically upon termination of the stockholder agreement.


43


Table of Contents

 
Proxies and Revocation
 
Stockholders of record as of the close of business on the record date may vote their shares of AATI common stock by:
 
  •  submitting their proxy by telephone by following the instructions on the enclosed proxy card;
 
  •  submitting their proxy over the Internet by following the instructions on the enclosed proxy card;
 
  •  signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope; or
 
  •  appearing and voting in person at the special meeting.
 
Whether or not 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 properly authorize a proxy but no direction is given on how to vote your shares, your shares will be voted “FOR” the adoption of the merger agreement and approval of the merger, “FOR” the approval of 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, to solicit additional proxies, and in accordance with the discretion of the proxies on any other matters properly brought before the special meeting, or at any adjournment or postponement thereof.
 
If your shares of AATI common stock are held in “street name” by a broker or other nominee, you will receive a voting instruction form from your broker or other nominee with instructions that you must follow in order to have your shares voted. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker or other nominee. Brokers who hold shares of AATI common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers will not have such discretion with respect to the proposals contained in this proxy statement/prospectus as such proposals are not considered “routine” proposals. Therefore, if you do not provide voting direction to your broker or other nominee in accordance with the instructions provided by such broker or other nominee your shares held in “street name” will not be voted. Accordingly, such uninstructed shares will have the effect of votes “AGAINST” the adoption of the merger agreement and approval of the merger, but will have no effect on the non-binding, advisory proposal regarding merger-related named executive officer compensation arrangements or on the proposal to adjourn the special meeting.
 
Proxies received by AATI at any time before the vote is taken at the special meeting, which have not been revoked or changed before being voted, will be voted at the special meeting. If you are a stockholder of record of shares of AATI common stock, you have the right to change or revoke your proxy at any time, unless noted below, before the vote is taken at the special meeting:
 
  •  by delivering to AATI’s principal executive offices at 3230 Scott Boulevard, Santa Clara, CA 95054, Attn: Corporate Secretary, a signed written notice of revocation bearing a date later than the date of the proxy, stating that the proxy is revoked;
 
  •  by attending the special meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the meeting);
 
  •  by signing and delivering a new proxy, relating to the same shares of AATI common stock and bearing a later date; or
 
  •  by submitting a new proxy by telephone or over the Internet on a later date but prior to the date of the special meeting.
 
If you are a “street name” holder of AATI common stock, you may change or revoke your vote by submitting new voting instructions to your broker or other nominee. You must contact your broker or other nominee to obtain instructions as to how to change or revoke your proxy.


44


Table of Contents

If you have any questions or need assistance in voting your shares, please call Innisfree, the firm assisting AATI in the solicitation of proxies:
 
Innisfree Logo
 
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
 
Adjournments and Postponements
 
Although it is not currently expected, the special meeting may be adjourned or postponed for any reason. The DGCL, provides that, unless a company’s bylaws provide otherwise, if a special meeting of stockholders is adjourned to a different date, time or place, the company is not required to give notice of the new date, time or place if adjournment is not for more than 30 days. AATI’s amended and restated bylaws do not provide otherwise. In the event that a quorum is not present at the special meeting, the special meeting may be adjourned or postponed to solicit additional proxies. If a quorum is present, approval of a proposal submitted to stockholders to adjourn the meeting requires the votes cast favoring the action to exceed the votes cast opposing the action. Abstentions will have no effect on a proposal to adjourn the meeting. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow AATI’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.
 
Solicitation of Proxies
 
Shareholders should not submit any stock certificates with their proxy cards. A letter of transmittal with instructions for the surrender of certificates representing shares of AATI common stock will be mailed to AATI’s stockholders if the merger is completed. AATI has retained Innisfree M&A, Inc. (“Innisfree”) to assist it in the solicitation of proxies. AATI expects to pay Innisfree a fee not to exceed $20,000 for its services. AATI will also pay additional fees to Innisfree depending upon the extent of additional services requested by AATI and reimburse Innisfree for expenses it incurs in connection with its engagement by AATI. AATI’s directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. AATI also will request that banking institutions, brokerage firms, custodians, trustees, nominees, fiduciaries and other like record holders forward the solicitation materials to the beneficial owners of common stock held of record by such person, and AATI will, upon request of such record holders, reimburse forwarding charges and out-of-pocket expenses.
 
Questions and Additional Information
 
If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, stockholders may call Innisfree toll-free at 888-750-5834 or banks and brokers may call Innisfree collect at 212-750-5833.
 
Availability of Documents
 
Documents incorporated by reference (excluding exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents) will be provided by first class mail without charge to each person to whom this proxy statement/prospectus is delivered upon written or oral request of such person. In addition, AATI’s list of stockholders entitled to vote at the special meeting will be available for inspection at its principal executive offices at 3230 Scott Blvd., Santa Clara, California 95054 beginning [ • ], 2011 and continuing through the special meeting for any purpose germane to the meeting; the list will also be available at the meeting for inspection by any stockholder present at the meeting. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” for more information regarding where you can request any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning AATI.


45


Table of Contents

 
THE MERGER
 
This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement/prospectus as Annex A and which is incorporated by reference into this proxy statement/prospectus. You should read the entire merger agreement carefully as it is the legal document that governs the merger.
 
Background of the Merger
 
AATI’s board of directors and management regularly review and discuss AATI’s business plan, strategic opportunities and challenges. These reviews and discussions focus, among other things, on the business and competitive environment facing the semiconductor industry in general and AATI in particular. These reviews also include periodic discussions regarding potential transactions that could further AATI’s strategic objectives and enhance stockholder value, as well as the potential benefits and risks of those transactions.
 
For several years prior to 2011, Skyworks had included AATI as an acquisition candidate on lists presented from time to time to Skyworks’ board of directors. Skyworks believed that a relationship with AATI would bolster Skyworks’ diversified analog business.
 
During the spring of 2010, Mr. Liam Griffin (at that time, Skyworks’ senior vice president of sales, and subsequently Skyworks’ executive vice president and general manager, high performance analog), telephoned Mr. Samuel Anderson (chairman of the board of directors of AATI), and asked Mr. Anderson if he would be open to talking to Mr. David Aldrich (Skyworks’ president and chief executive officer) about possible collaboration opportunities between Skyworks and AATI. Mr. Griffin and Mr. Anderson had become acquainted through their common service as directors of a third company. Mr. Anderson indicated that he would be open to a taking such call, and Mr. Aldrich telephoned Mr. Anderson to indicate a general interest in exploring possible business opportunities between AATI and Skyworks or a possible acquisition of AATI by Skyworks. Mr. Anderson and Mr. Richard Williams (president, chief executive officer and chief technical officer of AATI) subsequently met with Mr. Aldrich and held preliminary discussions to familiarize each other with their respective companies and to discuss collaboration or strategic relationship possibilities. Mr. Anderson and Mr. Aldrich followed up this meeting with additional telephonic discussions with respect to potential strategic relationships between AATI and Skyworks.
 
In late June 2010, Mr. Griffin spoke to Mr. Anderson about a possible collaboration meeting between Skyworks and AATI teams in July, and on July 21, 2010, Mr. Aldrich, Mr. Griffin, Mr. Thomas Schiller (Skyworks’ vice president, corporate development), and Skyworks marketing and engineering executives held a collaboration meeting with Mr. Anderson and Mr. Williams in Woburn, Massachusetts, where Skyworks is headquartered.
 
In late July 2010, a third party (“Company A”) also expressed an interest in a potential strategic transaction with AATI. Company A had earlier expressed an interest to another member of AATI’s board in late 2009 and early 2010 in exploring a strategic transaction with AATI. Mr. Anderson held a discussion with representatives of Company A to better understand the potential strategic fit between the companies.
 
On July 26, 2010, Mr. Aldrich spoke with Mr. Anderson and proposed that Skyworks acquire AATI. Mr. Anderson proposed that Mr. Aldrich meet Mr. Williams and members of the AATI board in Santa Clara, California, where AATI is headquartered, to continue discussions.
 
On July 27, 2010, the board of directors of AATI held a regularly scheduled meeting at which Mr. Anderson informed the board that Mr. Aldrich had expressed an interest in collaboration, and potentially a strategic transaction, with AATI. Mr. Anderson also informed the board of the continued potential interest of Company A in a strategic transaction with AATI, and he updated the board on his discussion with Company A. The board of directors instructed Mr. Anderson to continue these discussions with both Skyworks and Company A as part of the Board’s exploration of strategic alternatives for AATI.
 
In August 2010, Mr. Anderson held an additional discussion with Company A about a potential strategic transaction. The key individual at Company A holding discussions with Mr. Anderson changed positions


46


Table of Contents

during this timeframe, and further discussions terminated without Company A proposing specific terms of a strategic transaction.
 
In late August 2010, Mr. Anderson held telephone conversations with Mr. Aldrich for the purpose of confirming the AATI board meeting to be held in September 2010 at which Mr. Aldrich would be making a presentation.
 
On September 22, 2010, the AATI board of directors held a regularly scheduled meeting in Santa Clara, California. At this meeting, Mr. Aldrich and Mr. Griffin presented to the AATI board a potential plan and business rationale for a strategic transaction between AATI and Skyworks.
 
On September 23, 2010, Mr. Anderson communicated to Mr. Aldrich that the AATI board was in favor of exploring both a potential collaboration with Skyworks and a potential acquisition of AATI by Skyworks in parallel.
 
The parties then scheduled a meeting for October 28, 2010 to discuss valuation and intellectual property issues, including litigation matters in particular. In mid-October 2010, in preparation for that meeting, Skyworks engaged the law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) to assist with the proposed acquisition and to perform a preliminary review of intellectual property litigation and other legal issues related to the proposed acquisition.
 
On October 20, 2010, the AATI board of directors held a regularly scheduled meeting. At this meeting, the board discussed recent discussions between Skyworks and AATI, and the board authorized Mr. Anderson to continue these discussions. The board also discussed a recent opportunity to explore a strategic transaction with a different third party (“Company B”). Mr. Anderson noted to the board that a stockholder of AATI had informed him of Company B’s potential interest in a relationship with AATI. The board authorized Mr. Anderson to enter into discussions with Company B to better understand the potential for a strategic transaction with Company B.
 
On October 24 and 25, 2010, Mr. Aldrich and Mr. Anderson met in Boston, Massachusetts. They discussed the possibility of an acquisition of AATI by Skyworks and began a preliminary valuation discussion.
 
On October 28, 2010, Mr. Anderson, Mr. Williams and Mr. Joe Hollinger (general counsel of AATI) met in Woburn, Massachusetts with Mr. Aldrich and Skyworks’ chief IP counsel and senior director of intellectual property to discuss intellectual property issues, with a particular focus on the status of AATI’s then on-going litigation with Linear Technology Corporation (“LTC”). Mr. Aldrich and Mr. Anderson also discussed AATI’s valuation concerns.
 
On November 1, 2010, the AATI board of directors held a special meeting to discuss both the status of recent interactions with Skyworks as well as AATI’s long-term strategic planning process. In the course of these discussions, the AATI board of directors noted that it believed that it was timely and appropriate to evaluate AATI’s prospects as a stand-alone company, to work with AATI’s management to develop strategies to improve AATI’s competitive position and to conduct a focused effort to increase long-term stockholder value. In connection with this discussion, representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”), AATI’s outside corporate legal counsel, reviewed with the directors their fiduciary duties in connection with considering strategic transactions and addressed questions of the board. In addition, the board determined that, given the productive interactions to date between Mr. Anderson and the Skyworks representatives, Mr. Anderson should continue to serve as the primary AATI representative in such discussions. The board directed Mr. Anderson to keep the board promptly informed of any significant developments in these discussions.
 
On November 3, 2010, Mr. Anderson communicated to Mr. Aldrich that he had discussed Skyworks’ acquisition offer with the members of AATI’s board of directors, and that the members of the board were generally receptive to the possibility of an acquisition of AATI by Skyworks, but that AATI needed additional detail regarding the terms of the proposed acquisition. On November 8, 2010, Mr. Aldrich provided additional details regarding the terms contemplated by Skyworks.


47


Table of Contents

On November 12, 2010, Skyworks sent a proposal to AATI, contemplating an acquisition of AATI by Skyworks at a price of $6.34 per share.
 
On November 18, 2010, Mr. Anderson met with the chief executive officer of Company B to discuss potential alternative strategic transactions.
 
On November 19, 2010, the AATI board of directors held a regularly scheduled meeting at which a proposed business combination with Skyworks was discussed. The board reviewed the terms of the recent Skyworks’ proposal. Representatives of WSGR discussed the board’s fiduciary duties and addressed questions of the board. The board also instructed Mr. Anderson to continue discussions with Skyworks.
 
On November 22, 2010, Mr. Anderson informed Skyworks that AATI’s board of directors had a number of issues with Skyworks’ proposal and requested a conference call to discuss the issues.
 
On December 1, 2010, AATI executives, including Mr. Williams, held a meeting with the chief executive officer of Company B to discuss a potential strategic transaction.
 
On December 1, 2010, Mr. Aldrich informed Mr. Anderson that Skyworks was willing to make certain changes that AATI had requested to Skyworks’ November 12 proposal. At the same time, Mr. Aldrich stated that Skyworks wanted exclusivity between Skyworks and AATI, and also wanted AATI not to make any acquisitions while Skyworks and AATI were in discussions looking toward the acquisition of AATI by Skyworks.
 
On December 2, 2010, Skyworks presented a revised proposal to AATI contemplating an acquisition price of $7.00 per share.
 
On December 9, 2010, Mr. Aldrich and Mr. Anderson discussed Skyworks’ December 2, 2010 proposal and Skyworks’ request for exclusivity. On December 13, 2010, Skyworks further revised its proposal to AATI to increase the proposed price to $7.25 per share.
 
On December 14, 2010, the board of directors of AATI held a special telephonic meeting at which Mr. Anderson reviewed the recent discussions with Skyworks and the revised proposal. After extensive discussion, the board of directors of AATI instructed Mr. Anderson to continue discussions with Skyworks, with a focus on increasing the offer price and understanding the proposed form of consideration and other key terms. Following the AATI board meeting, Mr. Anderson relayed a number of questions to Mr. Aldrich regarding the structure and terms of the proposed transaction, including whether the transaction was all stock, all cash, or a combination and whether AATI would have representation on the Skyworks board.
 
On December 17, 2010, Mr. Aldrich responded to Mr. Anderson’s questions and indicated that Skyworks was willing to pay all cash, all stock, or a combination of cash and stock. Mr. Aldrich also indicated he was comfortable with the current size and composition of the Skyworks board of directors and therefore would only be open to considering board representation for AATI in the event that a current Skyworks director left the board.
 
On December 17, 2010, the board of directors of AATI held a special telephonic meeting at which Mr. Anderson reviewed the recent discussions with Skyworks. The board of directors of AATI directed Mr. Anderson to continue discussions with both Skyworks and Company B.
 
On December 20, 2010, members of management of AATI and Company B met and conducted due diligence on each other regarding a potential strategic transaction. Later in December 2010, Mr. Anderson also held several telephone conversations with the chief executive officer of Company B to discuss a potential strategic transaction.
 
On or about December 23, 2010, Company B indicated that it would be willing to enter into negotiations for the acquisition of AATI at a valuation of no higher than approximately $5.30 per share, based upon a proposed premium percentage and subject to further due diligence and negotiation of the terms of a definitive agreement.


48


Table of Contents

On December 23, 2010, the board of directors of AATI held a special telephonic meeting at which the board reviewed Company B’s proposal. The board of directors noted that Company B’s proposal appeared substantially inferior to the most recent Skyworks proposal. As a result, and because of Company B’s stated intention that it would not offer more than approximately $5.30 per share, the board of directors determined that AATI should focus its efforts on a potential transaction with Skyworks. The board directed Mr. Anderson to seek an increase in the offer price by Skyworks and to inform Company B that AATI intended to cease discussions with it as this time. Immediately following this meeting, Mr. Anderson held a telephone conversation with the chief executive officer of Company B, informing Company B that its proposal was substantially below another potential offer. Company B confirmed that it would decline to proceed with further discussions with AATI. After the meeting, Mr. Anderson also informed Mr. Aldrich that the two companies were close to agreement on terms but that AATI would not be willing to grant exclusivity to Skyworks without a firm price of $7.50 per share and one seat on the Skyworks board of directors.
 
On December 27, 2010, Mr. Aldrich counter-proposed to Mr. Anderson a purchase price of $7.35 per share. Mr. Aldrich also indicated that a Skyworks’ board seat was not available, but that Skyworks would consider an arrangement by which an AATI representative could participate in Skyworks’ board meetings as an observer. On December 29, 2010, Mr. Anderson verbally agreed to present these proposed terms to the AATI board.
 
On January 6, 2011, Skyworks presented AATI with a proposed non-binding letter of intent, executed by Mr. Schiller on behalf of Skyworks, contemplating a price of $7.35 per share, an all-stock transaction with a fixed exchange ratio and no price protection, and an exclusivity period of 45 days. The offered price represented a premium of approximately 87% to AATI’s closing price of $3.94 on January 6, 2011.
 
On January 7, 2011, the board of directors of AATI held a special telephonic meeting at which Mr. Anderson reviewed the recent discussions with Skyworks and the proposed non-binding letter of intent, particularly the contemplated 45-day exclusivity period during which time AATI would be prohibited from considering other competing bids to acquire AATI. Representatives of WSGR reviewed with the directors their fiduciary duties in connection with considering the transaction and addressed questions of the board. The board reviewed potential synergies of a combination as well as potential benefits and risks of the transaction to AATI and its stockholders. The board also discussed a preliminary timeline and structural and legal aspects of the transaction. The board reviewed the advisability of engaging a financial advisor to advise the board on the reasonableness of the terms under discussion. The board directed Mr. Anderson to engage Needham & Company, an investment banking firm familiar with AATI and its business, as AATI’s financial advisor.
 
On January 9, 2011, the AATI board of directors held a special telephonic meeting at which representatives from Needham & Company reviewed the terms of the proposed non-binding letter of intent, including the contemplated 45-day exclusivity period. Representatives of Needham & Company discussed the proposal with the board and provided input on the proposed terms of the transaction from a financial point of view. The AATI board of directors indicated that based on the level of the prior offer from Company B and the significant premium over recent trading prices that the Skyworks offer represented, the board believed that a modest exclusivity period would be a reasonable restriction to accept. After extensive discussion, the board unanimously approved entering into the non-binding letter of intent with Skyworks and authorized Mr. Anderson to sign and deliver the letter of intent to Skyworks.
 
On January 9, 2011, Mr. Anderson signed and delivered the non-binding letter of intent on behalf of AATI. Shortly thereafter, Skyworks delivered to AATI a list of information requirements and a proposed calendar for “due diligence” meetings.
 
Between January 9 and January 15, 2011, AATI’s outside legal counsel, WSGR, and Skyworks’ outside legal counsel, WilmerHale, negotiated the terms of a confidentiality, exclusivity and standstill agreement, which the parties signed and delivered on January 17, 2011, with effect from January 15, 2011. The agreement included a mutual one-year standstill agreement, a mutual two-year employee non-solicitation agreement, and a 45-day exclusivity period (to March 1, 2011) during which AATI agreed not to solicit acquisition proposals from any other party or to hold merger discussions with any other party.


49


Table of Contents

On January 17, 2011, AATI formally engaged Needham & Company to act as AATI’s financial advisor.
 
On January 17, 18, and 19, 2011, Skyworks executives and lawyers from WilmerHale met in Palo Alto, California with Mr. Anderson, Mr. Williams and other AATI directors and executives, heard management presentations and overviews of AATI from AATI representatives, and conducted “due diligence” of various matters relating to AATI, including intellectual property and litigation matters.
 
On January 20, 2011, the board of directors of AATI held a special telephonic meeting at which the board also emphasized the importance of performing reverse due diligence on Skyworks, given the likely stock component of the consideration to be issued in a potential transaction.
 
In January and February 2011, Skyworks business and legal executives and representatives of Skyworks’ outside legal counsel at WilmerHale conducted extensive due diligence on AATI’s business, operations, intellectual property, litigation, financial condition and prospects, including several meetings in both California and Massachusetts. In addition, Skyworks executives toured AATI facilities in Asia. In particular, the parties spent a substantial amount of time discussing AATI’s then-ongoing intellectual property litigation with LTC. During this same period, Mr. Anderson and other AATI representatives and outside consultants also conducted “reverse diligence” with representatives of Skyworks to elicit information concerning Skyworks. These due diligence efforts continued despite the expiration of the 45-day exclusivity period between the parties.
 
On February 1, 2011, at a regularly scheduled meeting, Skyworks’ board of directors received an update briefing on the status discussions between AATI and Skyworks.
 
On February 2, 2011, the AATI board of directors held a regularly scheduled meeting at which Mr. Anderson updated the board on the due diligence process being undertaken by Skyworks.
 
On February 17, 2011, the AATI board of directors held a special telephonic meeting at which Mr. Anderson provided an additional update on the due diligence process being undertaken by Skyworks.
 
On February 24, 2011, Skyworks business and legal executives and outside counsel from WilmerHale held meetings with Mr. Williams, Mr. Anderson and AATI lawyers to discuss AATI’s then-ongoing intellectual property litigation with LTC.
 
On February 25, 2011, the AATI board of directors held a special telephonic meeting at which Mr. Anderson updated the board on recent due diligence sessions between Skyworks and AATI and, in particular, Skyworks’ remaining concerns with respect to AATI’s then-ongoing litigation with LTC. The board noted that the 45-day exclusivity period with Skyworks would expire soon, and the board discussed what, if any, additional market check efforts would be advisable under the circumstances. The board also discussed the risk that conducting a market check at this point in negotiations with Skyworks, which the board believed had been proceeding in good faith by both parties, could cause Skyworks to terminate discussions. In particular, the board noted that Mr. Aldrich had repeatedly expressed to Mr. Anderson that Skyworks would not engage in a competitive bidding process to acquire AATI, and that Skyworks believed that the premium it was offering justified exclusive negotiations. After further discussion, the board decided that the risk of Skyworks terminating negotiations as a result of AATI contacting and engaging in discussions with potentially interested third parties outweighed the likelihood that initiating a further affirmative market check by soliciting acquisition offers would be reasonably likely to result in a superior offer.
 
On February 26, 2011, Mr. Anderson informed Mr. Aldrich and Mr. Schiller that he had held an update call with the AATI board the day before, and that the AATI board had approved the continuation of due diligence to allow Skyworks time to complete its financial model and for AATI to develop a plan for addressing Skyworks’ concerns regarding the then-ongoing intellectual property litigation. Continuing until the signing of the definitive merger agreement, the AATI and Skyworks transaction teams engaged in due diligence reviews with respect to the other party to the transaction.
 
On March 1, 2011, AATI’s exclusivity obligations to Skyworks expired, freeing AATI, among other things, to entertain and respond to any unsolicited acquisition offers that third parties might make.


50


Table of Contents

In early March 2011, Skyworks informed AATI that the potential liability with respect to the then-ongoing litigation with LTC and AATI’s weakened forecasted financial results for the third and fourth quarters of 2011 would present a serious impediment to a transaction moving forward. Skyworks indicated that it would reconsider this position if AATI could settle the litigation with LTC on reasonable terms. At this point, the parties shifted the focus of their active efforts, with AATI pursuing a litigation settlement with LTC.
 
On March 14, 2011, the board of directors of AATI held a special telephonic meeting at which the board discussed Skyworks’ concerns with respect to AATI’s then-ongoing litigation with LTC. The board of directors noted that an upcoming court-directed mediation session between AATI and LTC provided an opportunity to explore the terms on which this litigation could be settled. The board of directors authorized Mr. Anderson and Mr. Williams to propose settlement to LTC within a specified range. Following this meeting, Mr. Anderson informed Mr. Aldrich that a mediation session with LTC would take place on March 24, 2011 and that the AATI board had authorized pursuing a “fast track” settlement.
 
On March 24, 2011, Mr. Anderson, Mr. Williams, Mr. Hollinger and AATI’s outside intellectual property litigation counsel participated in a mediation session with representatives of LTC. During this mediation, representatives of AATI and LTC agreed to settle all claims between the companies.
 
On March 25, 2011, the board of directors of AATI held a regularly scheduled meeting at which the board discussed the status of the anticipated litigation settlement, as well as its potential impact on acquisition negotiations with Skyworks. Following this meeting, Mr. Anderson indicated to Skyworks that AATI had tentatively resolved the LTC litigation.
 
On March 28, 2011, senior executives and representatives of Skyworks attended a meeting with Mr. Anderson, Mr. Williams and other representatives of AATI in Palo Alto, California to discuss the current status of AATI’s business and various financial models. Following the March 28 meeting, Skyworks concluded that the business outlook for AATI has deteriorated from the prior forecast.
 
On March 31, 2011, AATI entered into a settlement agreement with LTC that ended the litigation between the two companies through the settlement of an enforcement proceeding in the United States Court of Appeals for the Federal Circuit and an action in the United States District Court for the Northern District of California. Specific terms of the settlement were not publicly disclosed.
 
On April 3, 2011, Mr. Anderson delivered to Mr. Aldrich a copy of the signed settlement agreement between AATI and LTC. On April 4, 2011, Skyworks contacted Mr. Anderson to seek clarification of the AATI-LTC settlement agreement. On or about April 7, 2011, AATI and LTC entered into an addendum clarifying the AATI-LTC settlement agreement and provided a copy of the addendum to Skyworks.
 
On April 4, 2011, the AATI board of directors held a special telephonic meeting at which Mr. Anderson provided the board an update on discussions with Skyworks, including potential synergies. The board requested that Needham & Company analyze from a financial point of view potential alternative mixes of consideration, including an all-stock transaction or a combination of cash and Skyworks’ common stock.
 
On April 8, 2011, Skyworks executives met with Mr. Williams and other AATI executives to discuss AATI’s near-term sales funnel, demand from customers and future opportunities.
 
On or about April 13, 2011, Mr. Aldrich and Mr. Schiller informed Mr. Anderson that Skyworks had concerns about AATI’s forecast for growth in its business over the next two quarters in light of the downtrend in AATI’s business over the last three quarters. On April 14, 2011, Mr. Anderson attempted to address the concerns expressed by Skyworks. In addition, Mr. Anderson commented on the consideration for the transaction, indicating that he thought AATI’s board of directors would support a 50%-50% stock-cash deal.
 
On April 18, 2011, Mr. Schiller informed Mr. Anderson that Skyworks’ previous price indication was not supportable by AATI’s new, reduced financial outlook. Mr. Schiller and Mr. Anderson discussed a new price of $6.30 per share, comprised of 60% in cash and 40% in Skyworks stock. Subsequently, Mr. Anderson communicated to Mr. Schiller that if Skyworks could agree to a $6.30 per share minimum, with the stock portion of the consideration to be based on a fixed exchange ratio based on the closing price of a share of Skyworks common stock on April 18, 2011, he would take Skyworks’ proposal to AATI’s board of directors.


51


Table of Contents

On April 19, 2011, Mr. Schiller communicated to Mr. Anderson that the framework proposed by Mr. Anderson would be acceptable to Skyworks.
 
On April 22, 2011, WilmerHale distributed an initial draft of a merger agreement to WSGR and AATI. The initial draft of the definitive merger agreement included a proposed price per share of $6.30, of which $3.75 would be paid in cash and the remainder would be issued in a fixed portion of a share Skyworks common stock valued at $2.55 determined by a 30-day trading average immediately prior to the signing of a definitive merger agreement.
 
On April 24, 2011, the board of directors of AATI held a special telephonic meeting at which the board discussed the draft of the definitive merger agreement presented by Skyworks. Representatives of Needham & Company reviewed the financial terms presented in the proposed definitive merger agreement with the board. Representatives of WSGR reviewed with the AATI directors their fiduciary duties in connection with considering the transaction and addressed questions of the board. After extensive discussion, the board directed management to continue negotiating the definitive merger agreement with Skyworks and, in particular, to focus on, among other issues, obtaining deal certainty and, given the historical price fluctuation of Skyworks common stock, certain price protections for the stockholders. The board also discussed potential compensation arrangements for certain directors and officers in connection with the merger, and the board received advice from an independent compensation consultant with respect to such matters. Subsequently, AATI disclosed these potential compensation arrangements to Skyworks.
 
On April 28, 2011, the board of directors of AATI held a regularly scheduled meeting at which Mr. Anderson and representatives of WSGR provided an update on the ongoing negotiations with Skyworks. In particular, representatives of WSGR elaborated on key structural issues presented by the proposed merger agreement, including the board’s ability to consider alternative transactions following the execution of the merger agreement, termination fees, price protection, closing conditions and the potentially taxable nature of the transaction to AATI stockholders as proposed. The board also reviewed an anticipated transaction schedule and received an updated analysis from its independent compensation consultant with respect to the potential compensation arrangements discussed at the prior board meeting.
 
On April 28, 2011, WSGR sent initial comments on the draft merger agreement to WilmerHale.
 
On April 29, 2011, Mr. Anderson communicated to Mr. Aldrich and Mr. Schiller that AATI’s board of directors had approved in principle the terms of the business deal they had discussed on April 18-19, subject to negotiation of a mutually acceptable definitive agreement.
 
On April 29, 2011, Mr. Aldrich sent Mr. Anderson an email indicating he would like to understand AATI’s second quarter revenue guidance. Mr. Anderson responded the same day by providing a draft earnings release (containing proposed second quarter guidance).
 
On May 2, 2011, AATI conducted its quarterly earnings call and estimated net revenue for the second calendar quarter of 2011 (ending June 30, 2011) in the range of $24.0 million to $26.0 million, net loss in the range of $0.04 to $0.02 per diluted share on a GAAP basis. On a non-GAAP basis, AATI estimated for the second calendar quarter of 2011 a range of net income of $0.01 to net loss of $0.01 per share. AATI also estimated pre-tax quarterly stock-based compensation expense of approximately $1.1 million.
 
On May 5, 2011, lead counsel from WilmerHale and WSGR discussed issues relating to the transaction, including timing, stockholder approval, next steps relating to the merger agreement and steps to expedite the completion of the due diligence process.
 
On May 9, 2011, WilmerHale sent a revised draft of the proposed form of merger agreement to WSGR.
 
On May 10, 2011, Mr. Aldrich and other senior executives of Skyworks met with Mr. Anderson, Mr. Williams and other senior executives of AATI in Woburn, Massachusetts to discuss, in detail, the status and outlook of AATI’s business.
 
On May 11, 2011, Skyworks’ board of directors received an update on the status of discussions between Skyworks and AATI.


52


Table of Contents

On May 12, 2011, lead transaction counsel from WilmerHale and WSGR held an extended conference call to discuss key issues in the merger agreement, including issues relating to price and exchange ratio determination and adjustments, transaction structure, tax treatment of the transaction and AATI’s desire for reorganization treatment under the Internal Revenue Code so as to make the receipt of Skyworks stock nontaxable to AATI stockholders, deal protection (including the amount and triggers of the termination fee sought by Skyworks, details relating to the “no shop” clause proposed by Skyworks, the scope of AATI’s “fiduciary out” and ability to withdraw its recommendation of the transaction with Skyworks, and Skyworks’ request for a “force the vote” clause requiring AATI to bring the merger agreement to a vote of AATI stockholders even if AATI had received a superior proposal from another potential acquirer), the scope and details of closing conditions, the level of efforts the parties would be required to use to obtain regulatory and other approvals, the definition of a “material adverse effect,” and other points.
 
On May 15, 2011, WilmerHale sent a draft of a stockholder agreement (which would obligate AATI directors and officers to vote in favor of the merger and against any competing proposals that might arise, subject to AATI’s rights to terminate the merger agreement) to WSGR. That same day, WilmerHale also sent a draft of a noncompetition agreement (which would prohibit Mr. Williams from competing with the business of AATI for a period of time after the closing of the merger) to WSGR.
 
On May 16, 2011, Mr. Williams and certain AATI executives reviewed the consideration for the proposed transaction in light of AATI’s business forecast and benchmarked against stock performance of industry peers.
 
On May 16, 2011, WSGR provided WilmerHale with comments on the proposed form of stockholder agreement. Later that day, WilmerHale provided WSGR with a revised draft of the stockholder agreement accepting a majority of the changes requested by WSGR. Also on May 16, 2011, WSGR provided WilmerHale with an initial draft of a “disclosure schedule” responding (and setting forth exceptions) to AATI’s proposed representation and warranties is the draft merger agreement.
 
On May 18, 2011, the board of directors of AATI held a special telephonic meeting at which Mr. Anderson provided an update on the ongoing negotiations with Skyworks. Representatives of WSGR also reviewed the status of the definitive merger agreement and due diligence efforts and addressed questions of the board.
 
On May 19, 2011, WilmerHale sent a revised draft of the proposed form of merger agreement to WSGR, proposing compromises on many of the open issues, including, among other things, a reduction in the amount of the termination fee, narrower triggers for the termination fee, no “force the vote” clause, and modifications to the “no shop” provisions, closing conditions, “material adverse effect” definition, and other provisions.
 
On May 20, 2011, lawyers from WilmerHale and WSGR negotiated possible further changes to various provisions of the merger agreement, including in particular AATI’s representations and warranties.
 
On May 21, 2011, WSGR sent further comments on the draft merger agreement to Wilmer Hale. Mr. Schiller sent an e-mail to Mr. Anderson indicating that AATI’s comments on the merger agreement were problematic for Skyworks in a number of respects and raised questions as to whether the transaction would continue on schedule or if at all.
 
On May 23, 2011, Mr. Anderson and Mr. Schiller held a telephone discussion regarding AATI’s concerns with respect to price protection. In order to address these concerns, Skyworks proposed a mechanism that would ensure the value of the merger consideration at closing. Pursuant to this mechanism, the per share merger consideration would include an initial combination of $3.75 in cash and a fixed portion of a share of Skyworks common stock equal to $2.55 at the time of signing the merger agreement. The cash portion of the consideration would be increased or decreased to ensure that the total per share consideration would equal $6.30 at the time of closing, based upon the average closing price of Skyworks common stock over the five trading days immediately preceding the merger closing.
 
Also on May 23, 2011, lead transaction counsel from WilmerHale and WSGR held an extended conference call to negotiate possible compromises on the open issues in the merger agreement. WilmerHale then sent a revised draft of the merger agreement to WSGR early in the morning of May 24, 2011. Later in


53


Table of Contents

the day on May 24, 2011, WilmerHale sent revised versions of the stockholder agreement and noncompetition agreement to WSGR.
 
Throughout the day on May 24 and May 25, 2011, WilmerHale and WSGR exchanged further comments on the draft merger agreement and the AATI disclosure schedule to the merger agreement, and continued to work toward finalizing the two documents.
 
On May 24, 2011, the board of directors of AATI held a special telephonic meeting at which representatives of WSGR reviewed the fiduciary duties of the board and presented a detailed summary of the draft definitive merger agreement and related ancillary agreements as well as open issues. The board also considered Skyworks’ proposal with respect to a price protection mechanism and found it to be a reasonable solution to AATI’s concerns. Representatives of Needham & Company also presented a preliminary financial analysis of the proposed transaction. Members of the board asked numerous questions and directed management and counsel to negotiate the open issues in the merger agreement in preparation for its expected execution the following day.
 
In the evening of May 24, 2011, WSGR informed WilmerHale that Mr. Williams, represented by separate legal counsel, would have a number of comments on the proposed form of noncompetition agreement that Skyworks required from him as a condition of signing the merger agreement with AATI. On May 25 and continuing into the morning of May 26, the parties and their counsel held a number of calls and exchanged proposed language in an effort to resolve the parties’ differences over the terms and language of the noncompetition agreement. These differences were finally resolved in the morning of May 26, 2011.
 
In the afternoon of May 25, 2011, the Skyworks board of directors held a special meeting to consider the proposed acquisition of AATI. After a review of the strengths and weaknesses of AATI’s business, the financial model for the acquisition, the parties’ negotiations, and the key terms and provisions of the merger agreement and related agreements, Skyworks’ board of directors expressed discomfort with the high premium that a price of $6.30 per share represented over recent trading prices of AATI’s common stock, and directed Skyworks management to seek an adjustment of the price, but otherwise unanimously approved the merger and related transactions and authorized senior management of Skyworks to finalize, execute and deliver the merger agreement on behalf of Skyworks, with such further changes as they might approve.
 
On May 25, 2011, the AATI board of directors held a special telephonic meeting. At this time, Mr. Anderson informed the board of directors that in a telephone discussion immediately preceding the board meeting, Mr. Schiller informed him that Skyworks was revising its offer to $6.13 per share. This price would be payable in a combination of $3.68 in cash and a fixed portion of a share of Skyworks common stock, but with the same price protection mechanism as previously agreed to with respect to the price of $6.30 per share. Representatives of Needham & Company and WSGR participated in the meeting and addressed questions of the board. The board instructed Mr. Anderson to continue discussions with Skyworks as to the business rationale for the price reduction, and the board adjourned the meeting until later that evening.
 
On May 25, 2011, during the time that the AATI board meeting was adjourned until later in the day, Mr. Anderson held a telephone conversation with Mr. Aldrich regarding the rationale for lowering the proposed price. Mr. Aldrich indicated that, ultimately, the Skyworks board of directors was uncomfortable with the high premium that a price of $6.30 per share represented over recent trading prices of AATI’s common stock. Members of the AATI board subsequently noted, for example, that the closing price of $3.61 per share on May 23, 2011 was one of the lowest closing prices over the preceding six-month period.
 
Later on May 25, 2011, the AATI board of directors reconvened its meeting. Mr. Anderson indicated that, in discussions following the earlier meeting of the board, Skyworks had informed him that it was unwilling to increase the acquisition price above $6.13 per share. The board held an extensive discussion regarding the strategic options and risks related to a further delay in the proposed transaction. Representatives of Needham & Company reviewed the financial terms presented in the proposed definitive merger agreement with the board. Representatives of WSGR reviewed with the directors of AATI their fiduciary duties in connection with considering the revised transaction terms and addressed questions of the board. After further discussion, the board directed Mr. Anderson to communicate to Skyworks that it was prepared to move forward with the


54


Table of Contents

proposed transaction at the revised price of $6.13 per share only if the parties could finalize, execute and announce the merger agreement on the following day with no further material changes in price or other terms. Mr. Anderson excused himself from the meeting to communicate this message to Skyworks. He returned to the meeting with confirmation from Skyworks that it was prepared to abide by that schedule. However, Mr. Anderson indicated that Skyworks had informed him that it was requesting certain modifications to aspects of the compensation that the AATI board had contemplated awarding to each of Mr. Anderson and Mr. Williams in connection with the merger, which AATI previously had disclosed to Skyworks for its review and confirmation. In connection with Mr. Anderson’s extraordinary role in facilitating and negotiating the transaction with Skyworks, the AATI board had anticipated awarding Mr. Anderson 240,000 restricted stock units and a cash bonus of $950,000, which would vest or be payable, as applicable, upon the successful closing of the merger. The AATI board also had contemplated awarding Mr. Williams 60,000 restricted stock units in connection with his role in facilitating the transaction with Skyworks, which would vest upon the successful closing of the merger, as well as an additional 475,000 restricted stock units that would vest over a two-year period following the closing in connection with Mr. Williams entering into a two-year non-competition agreement with Skyworks. At this time, Skyworks requested that Mr. Anderson forego all of the contemplated cash bonus payment and that Mr. Williams forego 75,000 of the restricted stock units contemplated to be awarded in connection with the non-competition agreement. Mr. Anderson and Mr. Williams each indicated that they were willing to accept these compensation modifications requested by Skyworks. The board of directors adjourned the meeting until the following morning.
 
Later on the night of May 25, 2011, WilmerHale circulated a further revised draft of the merger agreement reflecting the new terms, and overnight on May 25-26 and during the day on May 26, 2011, WilmerHale and WSGR finalized the form of the merger agreement for final board approval and execution and delivery by the parties.
 
On May 26, 2011, the AATI board of directors held a telephonic meeting. Representatives of Needham & Company and WSGR participated in the meeting and addressed questions of the board. The board received a report on the status of the final definitive merger agreement and a review of the resolution of open issues. Representatives of Needham & Company presented a financial analysis and delivered its oral opinion to the AATI board of directors (subsequently confirmed in writing) to the effect that, as of May 26, 2011, and based upon and subject to the assumptions and other matters set forth in its written opinion, the consideration to be received by the holders of AATI common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Needham & Company is attached to this proxy statement/prospectus as Annex D. After extensive discussion and deliberations and taking into account the proposed terms of the merger agreement and the various presentations of its legal and financial advisors, including the factors described below under “AATI’s Reasons for the Merger; Recommendation of the AATI Board of Directors,” the AATI board unanimously adopted resolutions declaring the merger agreement and the transactions contemplated thereby to be advisable to and in the best interests of AATI and its stockholders and approved the merger agreement and the transactions contemplated thereby and authorized AATI to enter into the merger agreement with Skyworks. The board also approved the grant of restricted stock unit awards to certain directors and officers in connection with the merger as well as the additional restricted stock unit award to Mr. Williams in connection with his non-competition agreement with Skyworks.
 
On May 26, 2011, the parties executed the definitive merger agreement. In connection with entering into the merger agreement, Skyworks also entered into a stockholder agreement with certain of AATI’s officers and directors pursuant to which, among other things, each such officer and director agreed to vote all shares of AATI common stock beneficially owned by each such officer and director in favor of adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement and against any other acquisition proposal or alternative acquisition agreement made in opposition to the consummation of the merger and the transactions contemplated by the merger agreement. Skyworks and Richard K. Williams also entered into a non-competition agreement pursuant to which, among other things, Mr. Williams agreed, for a period of 24 months following the closing of the merger and subject to certain exceptions, not to engage, without the express prior written consent of Skyworks, in any business or activity that is in competition with AATI’s business of developing, designing, manufacturing, licensing, marketing,


55


Table of Contents

selling and distributing power management semiconductors and related software. Additionally, Mr. Williams agreed, for a period of 24 months following the closing of the merger, not to directly or indirectly solicit any individual then employed by either Skyworks or AATI to leave such employment or to solicit any AATI customers.
 
On May 26, 2011, following the closing of the Nasdaq Stock Market, the parties issued a press release announcing the execution of the merger agreement. Later that day, Mr. Aldrich and Mr. Williams held a joint investor conference call to review the proposed transaction.
 
AATI’s Reasons for the Merger; Recommendation of AATI’s Board of Directors
 
The AATI board of directors believes that the terms of the merger agreement and the merger and other transactions contemplated thereby are advisable, and in the best interests of, AATI and its stockholders. In reaching its decision to approve the merger, the AATI board of directors evaluated the merger in consultation with AATI’s management and advisors, and considered a number of factors, including, but not limited to, the following factors, which the AATI board of directors viewed as supporting its decision to approve the merger:
 
  •  Considerations Regarding Operating AATI as an Independent Company.  The board considered the current and historical financial condition, results of operations, and anticipated future performance of AATI, as well as the risks and uncertainties associated with continuing to operate AATI as an independent company, including the following:
 
  •  the increasingly competitive nature of the power management semiconductor industry in which AATI competes and the need to increase the scale of AATI’s business and expand AATI’s potential customer base;
 
  •  the increasing ability of competitors to offer complete product portfolios and complex integrated solutions both organically funded by large R&D budgets and through substantial mergers and acquisitions;
 
  •  the trend of handset and large consumer OEMs buying from AATI to implement vendor reduction programs to improve operational efficiency, purchasing power, and pricing control over their supply chain;
 
  •  the ability of large semiconductor manufacturers competing with AATI to lower product cost and achieve higher margins through larger economies-of-scale and preferred pricing at foundries and manufacturing subcontractors;
 
  •  AATI’s slow pace in diversifying revenue into markets outside of handsets and handhelds, reflecting, in part, the lower volumes and longer design-in cycles of these markets, including televisions, clean technology, industrial and medical sectors;
 
  •  the potential impact of litigation on the operating cash flow of AATI and its adverse impact on AATI’s ability to adequately invest in new products and technology;
 
  •  AATI’s lack of revenue growth in recent periods and prospects for future growth;
 
  •  the need to increase the scale of AATI’s business and expand AATI’s potential customer base through acquisitions or other strategic transactions, the challenges of financing such acquisitions or other strategic transactions, and the potential execution risks and uncertainties associated therewith;
 
  •  the high cost of operating a public company, including legal and audit expenses and costs associated with Sarbanes-Oxley Act compliance; and
 
  •  the general risks associated with AATI’s ability to continue to execute its financial plan and create stockholder value in excess of the merger consideration being offered by Skyworks.
 
  •  Available Alternatives; Results of Discussions with Third Parties.  The AATI board of directors considered the possible alternatives to the acquisition by Skyworks (including the possibility of being acquired by another company, continuing to operate AATI as an independent entity, or engaging in


56


Table of Contents

  other strategic transactions, and the desirability and perceived risks of those alternatives), the range of potential benefits that these alternatives could bring to AATI’s stockholders and the timing and likelihood of accomplishing the goals of such alternatives, as well as the board’s assessment that none of these alternatives was reasonably likely to create greater value for AATI’s stockholders, taking into account risks of execution as well as business, management, competitive, industry and market risks. As part of its deliberations, the AATI board considered the results of the process that was conducted to evaluate alternative strategic transactions.
 
  •  Analysis and Presentation of Management.  The analyses and presentations by senior management of AATI regarding the business, operations, sales, management and competitive position of AATI and forecasts regarding profitability under various scenarios.
 
  •  Strategic Considerations.  The AATI board of directors considered their expectations that the merger would result in AATI becoming part of a larger, dynamic organization, better positioned to address customers’ demand for highly integrated power management solutions across a broader range of markets and applications than AATI would be able to on a stand-alone basis. The AATI board of directors considered the benefits resulting from the synergies of combining Skyworks’ existing leadership position in RF front-end solutions with AATI’s innovative application-specific power management solutions and by leveraging Skyworks’ scale and extensive product portfolio.
 
  •  Considerations Regarding Skyworks Common Stock.  Given that a portion of the consideration to be received by AATI’s stockholders would consist of Skyworks common stock, the AATI board of directors considered the opportunity described in the preceding paragraph for AATI’s stockholders to participate as stockholders in the potential appreciation in the stock of Skyworks, in light of the perceived strategic benefits of AATI becoming part of a larger, yet dynamic, organization and the significant synergies that would be obtained by the merger.
 
  •  The Merger Consideration; Historical Trading Price.  The AATI board of directors considered that the value of the merger consideration of $6.13 per share of AATI common stock, consisting initially of $3.68 in cash and 0.08725 of a share of Skyworks’ common stock, par value $0.25 per share, and subject to adjustment as set forth in the merger agreement, represented, based on the closing price of AATI’s common stock on May 25, 2011 of $3.84 (the last trading day prior to the approval of the merger by AATI’s board of directors), a 60% premium over the closing price per share of AATI common stock on May 25, 2011. Further, the AATI board of directors considered that the stock component of the merger consideration offers AATI’s stockholders the opportunity to participate in the growth and success of Skyworks for the reasons set forth above, while at the same time, the cash component of the merger consideration allows AATI’s stockholders to realize some liquidity and an immediate return on their investment in AATI common stock, and to cover their tax liability incurred in connection with the merger, if any.
 
  •  Financial Analysis and Opinion of Needham & Company.  The AATI board of directors considered the financial analysis by Needham & Company, AATI’s financial advisor, of the proposed consideration and the opinion of Needham & Company, dated May 26, 2011, to the effect that, as of that date, and based upon and subject to the assumptions and other matters set forth in its opinion, the consideration to be received by holders of AATI common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Needham & Company is attached to this proxy statement/prospectus as Annex D.
 
  •  Terms of the Merger Agreement.  The AATI board of directors considered the terms and conditions of the merger agreement, including but not limited to the following:
 
  •  the belief that the terms of the merger agreement, including the parties’ mutual representations, warranties, covenants and closing conditions, are reasonable;
 
  •  AATI’s ability, under certain conditions, to provide information to and negotiate with a third party that has made an acquisition proposal that did not result from a breach of its non-solicitation obligations under the merger agreement if the AATI board determines in good faith (after


57


Table of Contents

  consultation with its financial advisors and outside legal counsel) that the acquisition proposal is or is reasonably likely to lead to a superior proposal and if taking such action would be required by the AATI board’s fiduciary duties; and
 
  •  the ability of AATI’s board of directors, under certain circumstances, to make a change of recommendation and/or terminate the merger agreement in response to a bona fide acquisition proposal if (i) the AATI board reasonably determines in good faith (after consultation with its financial advisors and outside legal counsel) that such acquisition proposal is a superior proposal; (ii) the AATI board determines in good faith (after consultation with its outside legal counsel) that in light of such superior proposal, taking such action is required by the AATI board’s fiduciary duties; and (iii) AATI complies with certain procedures provided in the merger agreement.
 
  •  Risks and Potentially Negative Factors.  During the course of its deliberations concerning the merger, the AATI board of directors and the management of AATI also identified and considered a variety of risks relating to the merger, including the following:
 
  •  the possibility that the merger might not be consummated, as a result of the failure to obtain required regulatory clearances to consummate the merger or the failure to obtain the requisite vote of the stockholders of AATI, and the potential adverse effects of the failure to consummate the merger on AATI’s business, customers, revenues, bookings, financial condition, operating results, employees and overall competitive positioning and prospects;
 
  •  the risk that as a result of the announcement of the merger, AATI’s existing relationships with customers could be significantly disrupted and AATI might have increased difficulty attracting new customers after such announcement;
 
  •  the risk that certain provisions of the merger agreement may have the effect of discouraging proposals for alternative acquisition transactions involving AATI, including the restriction on AATI’s ability to solicit proposals for alternative transactions and the requirement that AATI pay a termination fee of approximately $8.5 million to Skyworks or up to $500,000 in expense reimbursements to Skyworks in certain circumstances following the termination of the merger agreement;
 
  •  the risk that as a result of the announcement or the completion of the merger, key employees of AATI might terminate their employment with the company and the risk of the transaction diverting management’s attention from the day to day operation of AATI’s business during the pendency of the merger;
 
  •  the fees and expenses associated with completing or attempting to complete the merger;
 
  •  the potential impacts of the restrictions under the merger agreement on AATI’s ability to take certain actions during the period prior to the closing of the merger (which may delay or prevent AATI from undertaking business opportunities that may arise pending completion of the merger);
 
  •  the fact that certain of AATI’s directors and officers may have interests in the merger as individuals that are in addition to or different from the interests of AATI’s stockholders, as further described in the section entitled “Interests of AATI’s Directors and Executive Officers in the Merger” beginning on page 68 of this proxy statement/prospectus; and
 
  •  the other risks described in the section of this proxy statement/prospectus entitled “Risk Factors.”
 
This discussion of information and factors considered by the AATI board of directors is not intended to be exhaustive, but is intended to summarize the material factors considered by the AATI board of directors. In view of the wide variety of factors considered, the AATI board of directors did not find it practicable to quantify or otherwise assign relative weights to the specific factors considered. However, after taking into account all of the factors set forth above, the AATI board of directors unanimously agreed that the merger agreement and the transactions contemplated thereby were fair to, and in the best interests of, AATI and the AATI stockholders, and that AATI should enter into the merger agreement.


58


Table of Contents

 
Opinion of AATI’s Financial Advisor
 
AATI retained Needham & Company to act as financial advisor in connection with the merger and to render an opinion as to the fairness, from a financial point of view, to the holders of AATI common stock of the consideration to be received by those holders pursuant to the merger agreement.
 
On May 26, 2011, Needham & Company delivered its oral opinion, which it subsequently confirmed in writing, to the AATI board of directors that, as of that date and based upon and subject to the assumptions and other matters described in the written opinion, the consideration to be received by the holders of AATI common stock pursuant to the merger agreement was fair to those holders from a financial point of view. Needham & Company provided its opinion for the information and assistance of the AATI board of directors in connection with and for the purpose of the board’s evaluation of the transactions contemplated by the merger agreement. Needham & Company’s opinion relates only to the fairness, from a financial point of view, to the holders of AATI common stock of the consideration, which was determined through arm’s length negotiations between AATI and Skyworks and not by Needham & Company. While Needham & Company provided independent financial advice to the AATI board of directors during the course of negotiations between AATI and Skyworks, the decision to approve and recommend the merger was made independently by the AATI board. Needham & Company’s opinion does not address any other aspect of the merger, or any related transaction, and does not constitute a recommendation to any stockholder of AATI as to how that stockholder should vote or act on any matter relating to the merger.
 
The complete text of Needham & Company’s opinion, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by Needham & Company, is attached to this proxy statement/prospectus as Annex D. The summary of Needham & Company’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. AATI stockholders should read this opinion carefully and in its entirety.
 
In arriving at its opinion, Needham & Company, among other things:
 
  •  reviewed the execution copy of the merger agreement;
 
  •  reviewed certain publicly available information concerning Skyworks and AATI and certain other relevant financial and operating data of Skyworks and AATI furnished to Needham & Company by Skyworks and AATI;
 
  •  reviewed the historical stock prices and trading volumes of Skyworks common stock and AATI common stock;
 
  •  held discussions with members of management of Skyworks and AATI concerning the current operations of and future business prospects for Skyworks and AATI and joint prospects for the combined companies;
 
  •  reviewed certain financial forecasts with respect to AATI prepared by management of AATI and held discussions with members of such management concerning those forecasts;
 
  •  reviewed certain research analyst projections with respect to Skyworks and held discussions with members of Skyworks management concerning those projections;
 
  •  compared certain publicly available financial data of companies whose securities are traded in the public markets and that Needham & Company deemed generally relevant to similar data for Skyworks and AATI;
 
  •  reviewed the financial terms of certain other business combinations that Needham & Company deemed generally relevant; and
 
  •  reviewed such other financial studies and analyses and considered such other matters as Needham & Company deemed appropriate.


59


Table of Contents

 
In connection with its review and in arriving at its opinion, Needham & Company assumed and relied on the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it for purposes of its opinion and did not independently verify, nor did Needham & Company assume responsibility for independent verification of, any of that information. Needham & Company assumed the accuracy of the representations and warranties contained in the merger agreement and all agreements related thereto. In addition, Needham & Company assumed that the merger will be consummated on the terms and subject to the conditions set forth in the execution copy of the merger agreement furnished to Needham & Company without waiver, modification or amendment of any material term, condition or agreement thereof and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Skyworks, AATI or the contemplated benefits of the merger. In addition, Needham & Company assumed that the financial forecasts for AATI provided to Needham & Company by AATI management were reasonably prepared on bases reflecting the best currently available estimates and judgments of management, at the time of preparation, of the future operating and financial performance of AATI, and that the research analyst projections for Skyworks represented reasonable estimates as to the future financial performance of Skyworks. Needham & Company expressed no opinion with respect to any of those forecasts, projections or estimates or the assumptions on which they were based.
 
Needham & Company did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of Skyworks or AATI nor did Needham & Company evaluate the solvency or fair value of Skyworks or AATI under any state or federal laws relating to bankruptcy, insolvency or similar matters. Needham & Company’s opinion states that it was based on economic, monetary and market conditions as they existed and could be evaluated as of its date, and Needham & Company assumed no responsibility to update or revise its opinion based upon circumstances and events occurring after its date. Needham & Company’s opinion is limited to the fairness, from a financial point of view, to the holders of AATI common stock of the consideration to be received by those holders pursuant to the merger agreement and Needham & Company expressed no opinion as to the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of AATI, or as to AATI’s underlying business decision to engage in the merger or the relative merits of the merger as compared to other business strategies that might be available to AATI. Needham & Company was not requested to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of AATI or any alternative transaction. In addition, Needham & Company expressed no opinion with respect to the amount or nature or any other aspect of any compensation payable to or to be received by any officers, directors or employees of any party to the merger, or any class of those persons, relative to the consideration to be received by the holders of AATI common stock pursuant to the merger agreement or with respect to the fairness of any such compensation. Needham & Company did not express any opinion as to what the value of Skyworks common stock will be when issued pursuant to the merger or the prices at which Skyworks common stock or AATI common stock will actually trade at any time.
 
AATI imposed no limitations on Needham & Company with respect to the investigations made or procedures followed by Needham & Company in rendering its opinion.
 
In preparing its opinion, Needham & Company performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses performed by Needham & Company in arriving at its opinion. The order of analyses described does not represent relative importance or weight given to those analyses by Needham & Company. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Needham & Company, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as it existed on or prior to May 26, 2011, and is not necessarily indicative of current or future market conditions.
 
Selected Companies Analysis.  Using publicly available information, Needham & Company compared selected historical and projected financial and market data ratios for AATI to the corresponding data and ratios


60


Table of Contents

of publicly traded companies that Needham & Company deemed relevant because they have lines of businesses that may be considered similar to AATI’s lines of business. These companies, referred to as the selected companies, consisted of the following:
 
Cirrus Logic, Inc.
Micrel, Incorporated
Monolithic Power Systems, Inc.
O2Micro International Limited
Power Integrations, Inc.
Semtech Corporation
Supertex, Inc.
Volterra Semiconductor Corporation
 
The following table sets forth information concerning the following multiples for the selected companies and for AATI:
 
  •  enterprise value as a multiple of last 12 months, or LTM, revenues;
 
  •  enterprise value as a multiple of projected calendar year 2011 revenues;
 
  •  enterprise value as a multiple of projected calendar year 2012 revenues;
 
  •  enterprise value as a multiple of projected calendar year 2011 earnings before interest, taxes, depreciation, amortization, and stock compensation expense, or adjusted EBITDA;
 
  •  enterprise value as a multiple of projected calendar year 2012 adjusted EBITDA;
 
  •  price as a multiple of projected calendar year 2011 earnings per share, or EPS;
 
  •  price as a multiple of projected calendar year 2012 EPS; and
 
  •  price as a multiple of book value.
 
Needham & Company also reviewed, for the selected companies, enterprise value as a multiple of LTM adjusted EBITDA and price as a multiple of LTM EPS, but determined that the results were not meaningful because of AATI’s negative LTM adjusted EBITDA and EPS.
 
Needham & Company calculated multiples for the selected companies based on the closing stock prices of those companies on May 25, 2011 and for AATI based on a total merger consideration value of $6.13 per share.
 
                                         
                    AATI
    Selected Companies   Implied by
    High   Low   Mean   Median   Merger
 
Enterprise value to LTM revenues
    3.6x       0.9x       2.3x       2.2x       2.3x  
Enterprise value to projected calendar year 2011 revenues
    3.4x       0.9x       2.3x       2.2x       1.9x  
Enterprise value to projected calendar year 2012 revenues
    2.8x       0.8x       2.0x       1.9x       1.6x  
Enterprise value to projected calendar year 2011 adjusted EBITDA
    15.5x       4.9x       10.7x       10.9x       38.0x  
Enterprise value to projected calendar year 2012 adjusted EBITDA
    14.6x       4.1x       9.1x       9.2x       14.2x  
Price to projected calendar year 2011 EPS
    25.9x       13.5x       18.2x       18.2x       96.6x  
Price to projected calendar year 2012 EPS
    18.2x       10.6x       13.9x       13.9x       24.3x  
Price to book value
    4.8x       1.3x       2.7x       2.7x       2.5x  
 
Premiums Paid Analysis.  Needham & Company analyzed publicly available financial information for 37 merger and acquisition transactions, which represent transactions announced and closed between January 1, 2009 and May 25, 2011 that involved equity values below $1 billion and acquired companies that were publicly-traded technology companies. Of these transactions, three involved all stock consideration, seven involved a combination of cash and stock consideration, and 27 involved all cash consideration. In reviewing


61


Table of Contents

these transactions, Needham & Company analyzed the premium of consideration offered to the acquired company’s stock price one day, seven days, 30 days and 60 days prior to the announcement of the transaction.
 
Needham & Company calculated premiums for AATI based on a total merger consideration value of $6.13 per share. The following table sets forth information concerning the stock price premiums in the selected transactions and the stock price premiums implied by the merger.
 
                                     
        Announced Premium Paid
        1 Day   7 Day   30 Day   60 Day
 
Selected Transactions:
                               
All Stock
  Mean     68 %     67 %     63 %     60 %
    Median     67 %     60 %     41 %     50 %
Stock/Cash
  Mean     38 %     43 %     40 %     54 %
    Median     41 %     39 %     36 %     34 %
All Cash
  Mean     33 %     36 %     46 %     51 %
    Median     28 %     33 %     43 %     40 %
Overall
  Mean     37 %     40 %     46 %     52 %
    Median     33 %     38 %     41 %     40 %
                                     
Skyworks/AATI Merger     60 %     61 %     46 %     63 %
 
Selected Transactions Analysis.  Needham & Company analyzed publicly available financial information for the following selected merger and acquisition transactions, which represent transactions announced and closed between January 1, 2007 and May 25, 2011 that involved target companies that were analog semiconductor companies with announced transaction values of less than $1 billion:
 
     
Acquirer
 
Target
 
ON Semiconductor Corporation
  SANYO Semiconductor Co., Ltd.
Microsemi Corporation
  White Electronic Designs Corporation
ON Semiconductor Corporation
  California Micro Devices Corporation
ON Semiconductor Corporation
  PulseCore Holdings (Cayman) Inc.
ON Semiconductor Corporation
  Catalyst Semiconductor, Inc.
Silicon Laboratories Inc. 
  Integration Associates Incorporated
ON Semiconductor Corporation
  AMIS Holdings, Inc.
ON Semiconductor Corporation
  Analog Devices, Inc. (CPU voltage/PC thermal assets)
Exar Corporation
  Sipex Corporation
Cirrus Logic, Inc. 
  Apex Microtechnology Corporation
 
In reviewing the selected transactions, Needham & Company calculated, for the selected transactions and for AATI implied by the merger, enterprise value as a multiple of LTM revenues.
 
Needham & Company also reviewed, for the selected transactions, enterprise value as a multiple of LTM EBIT and adjusted EBITDA and transaction value as a multiple of LTM net income, but determined that the results were not meaningful because of AATI’s negative LTM EBIT, adjusted EBITDA and net income.
 
Needham & Company calculated multiples for AATI based on a total merger consideration value of $6.13 per share.
 
The following table sets forth information concerning the multiples described above for the selected transactions and the same multiples implied by the merger.
 
                                         
                            AATI
 
    Selected Transactions     Implied by
 
    High     Low     Mean     Median     Merger  
 
Enterprise value to LTM revenues
    2.8x       0.4x       1.8x       1.7x       2.3x  


62


Table of Contents

Contribution Analysis.  Needham & Company reviewed and analyzed the implied percentage contribution of each of Skyworks and AATI to pro forma combined operating results for the last reported 12 months, and pro forma projected calendar year 2011 and calendar year 2012 combined operating results. In calculating the pro forma projected combined operating results, Needham & Company used estimates provided by AATI management and consensus research analyst projections for Skyworks. Needham & Company reviewed, among other things, the implied percentage contributions to pro forma combined revenues, gross profit, adjusted EBITDA and EBIT. The following tables present the results of this analysis and the estimated pro forma enterprise value contributions of Skyworks and AATI, based on a total merger consideration value of $6.13 per share. In calculating pro forma enterprise value contributions, Needham & Company assumed that outstanding options to purchase AATI common stock would remain outstanding and used the treasury stock method to calculate the number of pro forma shares of Skyworks common stock outstanding.
 
                 
    Implied Actual/Estimated
 
    Percentage Contribution  
    Skyworks     AATI  
 
Pro forma combined revenues
               
LTM
    93.1 %     6.9 %
2011E
    92.9 %     7.1 %
2012E
    92.8 %     7.2 %
Pro forma combined gross profit
               
LTM
    93.1 %     6.9 %
2011E
    92.9 %     7.1 %
2012E
    92.5 %     7.5 %
Pro forma combined adjusted EBITDA
               
LTM
    101.8 %     (1.8 )%
2011E
    98.8 %     1.2 %
2012E
    97.3 %     2.7 %
Pro forma combined EBIT
               
LTM
    102.7 %     (2.7 )%
2011E
    99.1 %     0.9 %
2012E
    97.4 %     2.6 %
 
                 
    Estimated
 
    Pro Forma
 
    Percentage Contribution  
    Skyworks     AATI  
 
Pro forma enterprise value contribution
    96 %     4 %
 
The results of the contribution analysis are not necessarily indicative of the contributions that the respective businesses may have in the future.
 
No company, transaction or business used in the “Selected Companies Analysis,” “Premiums Paid Analysis” or “Selected Transactions Analysis” as a comparison is identical to Skyworks, AATI or the merger. Accordingly, an evaluation of the results of these analyses is not entirely mathematical; rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the selected companies or selected transactions or the business segment, company or transaction to which they are being compared.
 
The summary set forth above does not purport to be a complete description of the analyses performed by Needham & Company in connection with the rendering of its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Accordingly, Needham & Company believes that its analyses must be considered as a whole and that selecting portions of its analyses or


63


Table of Contents

the factors it considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying its analyses and opinion. Needham & Company did not attribute any specific weight to any factor or analysis considered by it. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis.
 
In performing its analyses, Needham & Company made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond Skyworks’ or AATI’s control. Any estimates contained in or underlying these analyses, including estimates of AATI’s future performance, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates. Additionally, analyses relating to the values of businesses or assets do not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Needham & Company’s opinion and its related analyses were only one of many factors considered by AATI’s board of directors in their evaluation of the merger and should not be viewed as determinative of the views of AATI’s board of directors or management with respect to the consideration or the merger.
 
Under the terms of its engagement letter with Needham & Company, AATI has paid or agreed to pay Needham & Company a retainer fee and a fee for rendering the Needham & Company opinion aggregating $1,050,000. If the merger is consummated, AATI has agreed to pay Needham & Company an additional fee of 1.0% of the aggregate purchase price paid in the merger, against which the retainer fee and the fee for rendering the Needham & Company opinion would be credited. In addition, AATI has agreed to reimburse Needham & Company for its out-of-pocket expenses in connection with its engagement and to indemnify Needham & Company and related persons against various liabilities, including certain liabilities under the federal securities laws.
 
Needham & Company is a nationally recognized investment banking firm. As part of its investment banking services, Needham & Company is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. Needham & Company was retained by the AATI board of directors to act as its financial advisor based on Needham & Company’s experience as a financial advisor in mergers and acquisitions as well as Needham & Company’s familiarity with AATI and its industry generally. Needham & Company has not had any other investment banking relationship with Skyworks or AATI during the past two years for which it received compensation. Needham & Company may in the future provide investment banking and financial advisory services to Skyworks, AATI or their respective affiliates unrelated to the merger, for which services Needham & Company would expect to receive compensation. In the normal course of its business, Needham & Company may actively trade the equity securities of Skyworks and AATI for its own account or for the account of its customers and, therefore, may at any time hold a long or short position in those securities.
 
Financial Forecasts
 
As a matter of course, neither AATI nor Skyworks make public projections as to future sales, earnings, or other results due to, among other reasons, the uncertainty inherent in underlying assumptions and estimates. However, during the course of negotiations, AATI management prepared certain financial forecasts that it shared with Skyworks management in April 2011. These forecasts, which were prepared on a stand-alone, pre-merger basis, took into account recent cost-containment efforts of AATI management, as well as recent market activity. AATI further revised its forecasts in May 2011 to address additional information available to AATI management and provided the updated financial forecasts to Needham & Company, which are summarized below. The accompanying prospective financial information included in this proxy statement/prospectus was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of AATI’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of AATI. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective information.


64


Table of Contents

Neither AATI’s nor Skyworks’ independent auditors nor any other independent accountants, have reviewed, compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.
 
Furthermore, the financial forecasts summarized below in this proxy statement/prospectus:
 
  •  while presented with numerical specificity, necessarily reflect numerous estimates and assumptions made with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to AATI’s business, all of which are difficult to predict and many of which are beyond their respective control;
 
  •  include assumptions as to certain business decisions that are subject to change;
 
  •  may be affected by the ability of AATI to achieve strategic goals, objectives and targets over the applicable period;
 
  •  do not necessarily reflect revised prospects for AATI’s business, changes in general business or economic conditions or any other transactions or events that have occurred subsequent to, or that may occur and that were not anticipated at, the time the forecasts were prepared;
 
  •  are not necessarily indicative of actual current or future performance, which may be significantly more favorable or less favorable than as set forth below; and
 
  •  should not be regarded by their inclusion in this proxy statement/prospectus as a representation that the financial forecasts can or will be achieved by AATI, whether or not the merger occurs.
 
THE FINANCIAL FORECASTS SET FORTH BELOW WERE PREPARED IN THE COURSE OF DUE DILIGENCE AND DO NOT REFLECT REVISED PROSPECTS FOR AATI’S BUSINESS OR OTHER DEVELOPMENTS SINCE THE DATE THE FORECASTS WERE PREPARED. THE FINANCIAL FORECASTS ARE NOT NECESSARILY INDICATIVE OF ACTUAL CURRENT OR FUTURE PERFORMANCE, ARE NOT A GUARANTEE OF FUTURE PERFORMANCE AND ARE NOT GUIDANCE.
 
                 
    Fiscal Year Ending December 31,  
    2011E (1)     2012E (2)  
 
Revenues
  $ 109,140     $ 128,725  
Cost of sales
    (60,065 )     (68,066 )
                 
Gross profit
    49,075       60,659  
                 
Total operating expenses
    (45,595 )     (48,130 )
                 
EBIT
    3,480       12,529  
Interest and other income (expense)
    (32 )      
                 
EBT
    3,448       12,529  
Income taxes
    (671 )     (800 )
                 
Net income (loss)
  $ 2,777     $ 11,729  
                 
Earnings per share
  $ 0.06     $ 0.25  
                 
Fully diluted shares outstanding
    43,779       46,402  
                 
EBIT
  $ 3,480     $ 12,529  
Depreciation and amortization
    2,026       2,180  
                 
EBITDA
  $ 5,506     $ 14,709  
                 
 
 
(1) Amounts exclude stock-based compensation expense, severance expense, patent litigation expense and merger and acquisition related expenses.
 
(2) Amounts exclude stock-based compensation expense and patent litigation expense.


65


Table of Contents

 
For purposes of the above financial forecasts, EBT means earnings before taxes; EBIT means earnings before interest and taxes; and EBITDA means earnings before interest, taxes, depreciation and amortization.
 
The financial forecasts set forth above are included to give stockholders access to certain nonpublic information prepared for purposes of considering and evaluating the merger. Stockholders are cautioned not to place undue, if any, reliance on the forecasts. Neither AATI nor Skyworks assumes any responsibility for the accuracy of the financial forecasts included in this proxy statement/prospectus. Financial forecasts involve risks, uncertainties and assumptions. The future financial results of AATI may materially differ from those expressed in the financial forecasts due to factors that are beyond AATI’s ability to control or predict. Neither AATI nor Skyworks can assure you that the financial forecasts will be realized or that AATI’s future financial results will not materially and adversely differ from the financial forecasts. The financial forecasts cover multiple years, and such information by its nature becomes subject to greater uncertainty with each successive year. The financial forecasts do not take into account any circumstances or events occurring after the date they were prepared.
 
NEITHER AATI NOR SKYWORKS INTENDS TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS INCLUDED IN THIS PROXY STATEMENT/PROSPECTUS TO REFLECT CIRCUMSTANCES EXISTING AFTER THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FINANCIAL FORECASTS ARE NO LONGER APPROPRIATE.
 
The financial forecasts included in this proxy statement/prospectus are forward-looking statements. For more information on factors that may cause AATI’s future financial results to differ materially from those projected in the financial forecasts, see the section of this proxy statement/prospectus entitled “Forward-Looking Statements” beginning on page 39. In addition, AATI stockholders are urged to review the section entitled “Risk Factors” beginning on page 13 of this proxy statement/prospectus as well as those risk factors described 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.
 
Skyworks’ Reasons for the Merger
 
The Skyworks board of directors believes that the terms of the merger agreement and the merger and other transactions contemplated thereby are advisable, and in the best interests of, Skyworks and its stockholders, and the directors present at the May 25, 2011 meeting of the Skyworks board of directors, constituting a quorum for the transaction of business, unanimously approved the merger agreement and the merger. Skyworks’ board of directors believes that the acquisition of AATI presents a compelling strategic opportunity for Skyworks, will be complementary to the Skyworks’ business and will help Skyworks to capitalize on its strong smart phone, tablet, set-top box and infrastructure positions with an expanded and differentiated product portfolio while accelerating its entry into new vertical markets. At a higher level, Skyworks believes that analog power management semiconductors represent a strategic growth market for Skyworks, as Skyworks’ customers increasingly demand both ubiquitous wireless connectivity and power optimization across seemingly every kind of electronic platform. With AATI, Skyworks believes that it will be well positioned to address these twin market opportunities, leveraging the companies’ customer relationships, innovative product portfolios and increasing operational scale.
 
Merger Sub’s board of directors, acting by unanimous written consent, approved the merger agreement and the merger and other transactions contemplated thereby.
 
In reaching its decision to approve the merger, the Skyworks board of directors evaluated the merger in consultation with Skyworks’ management and advisors, and considered a number of factors, including, but not limited to, the following factors, which the Skyworks board of directors viewed as supporting its decision to approve the merger:
 
  •  entry of Skyworks into the power management market;
 
  •  the anticipated enhanced competitive positioning of the combined company, which, as a result of the merger, will have a broader range of products and technologies to offer to customers;


66


Table of Contents

 
  •  the belief that AATI’s business is complementary to the Skyworks business;
 
  •  the belief that the merger will increase Skyworks’ revenues and be accretive to Skyworks’ non-GAAP earnings;
 
  •  the results of Skyworks’ due diligence review of AATI’s business, finances, operations, assets and technology and Skyworks’ evaluation of AATI’s management, organization, competitive position and prospects;
 
  •  the financial, business, legal, contractual and other terms and conditions of the merger agreement, including the provisions regarding the ability of the AATI board of directors to entertain third-party acquisition proposals as described under “The Merger Agreement — No Solicitation,” “— Change in Recommendation by AATI’s Board,” “— Termination of the Merger Agreement” and “— Transaction Fees and Expenses; Termination Fee;”
 
  •  the amount of cash and cash equivalents held by AATI and expected to be held at the time of the merger, together with the amount of cash and cash equivalents held by Skyworks and expected to be held at the time of the merger; and
 
  •  the likelihood that the regulatory approvals needed to complete the transaction will be obtained without undue delay and without imposing any conditions on the combined company.
 
During the course of its deliberations concerning the merger, the Skyworks board of directors and the management of Skyworks also identified and considered a variety of risks relating to the merger, including the following:
 
  •  the risk that the potential benefits and synergies sought in the merger might not be realized;
 
  •  the challenges, costs and diversion of management time associated with successfully integrating the products, technologies, marketing strategies, cultures and organizations of each company, while also integrating another recent acquisition;
 
  •  the risk of management and employee disruption associated with the merger;
 
  •  the risk that certain key employees of AATI may leave AATI before the merger is completed or may not remain employed by Skyworks after the completion of the merger;
 
  •  the risk that Skyworks may not be able to achieve the projected growth of the AATI business over the long term;
 
  •  the risk that the combined company and its products may not be able to compete against competitors;
 
  •  risks arising from or related to intellectual property issues;
 
  •  the risk that a third party could make a superior proposal to acquire AATI and the provisions of the merger agreement that give AATI the right to respond to certain unsolicited proposals and that allow the AATI board of directors to change its recommendation that AATI’s stockholders approve and adopt the merger agreement or to terminate the merger agreement;
 
  •  the possibility that the merger may not be completed;
 
  •  the premium that the implied merger consideration represents over the trading price of AATI’s common stock, which was approximately 60% at the close of trading on Nasdaq on May 25, 2011, the last trading day before the day on which the merger agreement was signed;
 
  •  the need to obtain AATI stockholder and regulatory approvals to complete the transaction; and
 
  •  the other risks described in the section of this proxy statement/prospectus entitled “Risk Factors.”
 
This discussion of information and factors considered by the Skyworks board of directors is not intended to be exhaustive, but is intended to summarize the material factors considered by the Skyworks board of directors. In view of the wide variety of factors considered, the Skyworks board of directors did not find it practicable to


67


Table of Contents

quantify or otherwise assign relative weights to the specific factors considered. However, after taking into account all of the factors set forth above, the directors present at the meeting of the Skyworks board of directors at which the merger agreement and the merger were considered unanimously agreed that the merger agreement and the merger and other transactions contemplated thereby were advisable and fair to, and in the best interests of, Skyworks and the Skyworks stockholders, and that Skyworks should enter into the merger agreement.
 
Treatment of Outstanding Equity Awards
 
Treatment of Stock Options
 
For a description of the treatment of outstanding stock options of AATI under the merger agreement, see “The Merger Agreement — Treatment of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan.”
 
Treatment of Restricted Stock Units
 
For a description of the treatment of outstanding restricted stock units of AATI under the merger agreement, see “The Merger Agreement — Treatment of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan.”
 
Interests of AATI’s Directors and Executive Officers in the Merger
 
In considering the recommendation of the AATI board of directors to adopt the merger agreement and approve the merger, you should be aware that AATI’s directors and executive officers have interests in the merger that are different from, or in addition to, their interests as AATI stockholders. The AATI board of directors was aware of and considered these interests, among other matters, in reaching its decision to approve, adopt and declare advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. These interests include:
 
  •  the possible employment of certain of AATI’s executive officers by Skyworks after the merger, although no agreements have been proposed or entered into;
 
  •  the potential vesting of all unvested AATI option and restricted stock awards outstanding under AATI’s 2005 Equity Incentive Plan and 1998 Stock Plan, as described under “The Merger Agreement — Treatment of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan;”
 
  •  the potential vesting of some or all unvested AATI options and restricted stock units held by AATI’s executive officers, as described under “— Severance and Change of Control Provisions;”
 
  •  the potential receipt of severance benefits in connection with a termination of employment in connection with the merger, as described under “— Severance and Change of Control Provisions;” and
 
  •  the receipt of indemnification and liability insurance benefits by directors and executive officers of AATI from Skyworks, as described under “— Indemnification of Directors and Executive Officers.”
 
All of AATI’s executive officers are parties to change in control agreements with AATI, each of which provides severance and other benefits if the executive’s employment is terminated in connection with a change in control of AATI, including the consummation of the merger. Under certain circumstances, the termination of employment will result in, among other things, acceleration of vesting of some or all unvested equity awards granted to AATI’s officers. Executive officers and directors of AATI have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive consummation of the merger.
 
On May 26, 2011, AATI’s board of directors approved the following grants of restricted stock units to the named executive officers and directors set forth in the table below in connection with their efforts in negotiating the terms of the merger and the merger agreement and in their ongoing efforts that will be needed in order to consummate the merger. These restricted stock units vest over a four-year period with 1/4th of the


68


Table of Contents

units vesting on the one year anniversary of the date of grant and 6.25% of the units vesting each quarter thereafter, and are subject to 100% acceleration of vesting in the event of a change of control of AATI, including the consummation of the merger.
 
             
        Number of
 
        Restricted Stock
 
        Units Granted on
 
Name
 
Title
  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  
 
On May 26, 2011, AATI’s board of directors also approved an additional grant of 400,000 restricted stock units to Richard K. Williams, AATI’s president, chief executive officer and chief technical officer, as consideration for entering into the non-competition agreement with Skyworks as a condition to the merger. Such restricted stock units shall vest, if at all, monthly over a 2-year period commencing with the date of the closing of the merger.
 
Treatment of Stock Options
 
Certain of AATI’s directors and executive officers hold AATI options. Each of their options will be assumed and converted into an option to purchase Skyworks common stock as described below under “The Merger Agreement — Treatment of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan.” The table below indicates the aggregate number of vested and unvested AATI options that AATI estimates will be held by AATI’s directors and executive officers as of September 30, 2011 that will be assumed and converted into options to purchase Skyworks common stock as a result of the merger (assuming the merger was consummated on such date and vested options were not otherwise exercised prior to such date) and the number of unvested AATI options held by AATI’s directors and executive officers as of September 30, 2011 that will accelerate vesting and become fully vested as a result of the merger (assuming the merger was consummated on such date):
 
                         
                No. of shares
 
                subject to options
 
    No. of shares
    No. of shares
    that will accelerate
 
    subject to vested
    subject to unvested
    vesting as a result
 
Name
  options     options     of the merger  
 
Richard K. Williams
    1,393,062       207,188       0  
Ashok Chandran
    159,000       69,375       0  
Kevin D’Angelo
    271,362       88,438       0  
Dr. Jun-Wei Chen
    289,062       70,938       0  
Samuel J. Anderson
    207,800       0       43,250  
Jason L. Carlson
    0       0       0  
Jaff Lin
    98,300       0       18,675  
Thomas P. Redfern
    94,100       0       29,625  
Chandramohan Subramaniam
    72,200       0       6,675  
 
Treatment of Restricted Stock Units
 
Certain of AATI’s directors and executive officers hold AATI restricted stock units. The table below indicates the aggregate number of vested and unvested AATI RSUs that AATI estimates will be held by AATI’s directors and executive officers as of September 30, 2011. The table below also indicates the number of unvested AATI RSUs held by AATI’s directors and executive officers that will accelerate vesting and


69


Table of Contents

become fully vested as a result of the merger (assuming the merger was consummated on such date and vested RSUs were not otherwise settled in cash or AATI common stock prior to such date). Each RSU that has not vested or been settled prior to the consummation of the merger will be assumed and converted into a RSU to acquire Skyworks common stock as described below under “The Merger Agreement — Treatment of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan” as a result of the merger.
 
                         
                No. of shares
 
                subject to
 
                restricted stock
 
    No. of shares
    No. of shares
    units that
 
    subject to vested
    subject to unvested
    will accelerate
 
    restricted stock
    restricted stock
    vesting as a result of
 
Name
  units     units     the merger  
 
Richard K. Williams
    75,000       525,000       60,000  
Ashok Chandran
    75,000       55,000       75,000  
Kevin D’Angelo
    0       30,000       0  
Dr. Jun-Wei Chen
    5,000       30,000       5,000  
Samuel J. Anderson
    300,000       0       285,000  
Jason L. Carlson
    50,000       0       50,000  
Jaff Lin
    75,000       0       71,250  
Thomas P. Redfern
    15,000       0       11,250  
Chandramohan Subramaniam
    15,000       0       11,250  
 
Severance and Change of Control Provisions
 
In September 1998, AATI entered into an employment offer letter with Mr. Richard K. Williams, its president, chief executive officer and chief technical officer. Pursuant to his employment offer letter, if Mr. Williams’ employment is terminated without cause, he will be entitled to continue to receive payment of his base salary and insurance benefits for two weeks following the date of termination, as well as any accrued and unpaid bonus amounts.
 
In May 2005, AATI’s board of directors authorized a form of change of control agreement for each of AATI’s current and future officers of a level of vice president and above. The change of control agreement provides that in the event the employee is terminated without cause, or is constructively terminated, within 12 months of a change of control, including the consummation of the merger, 100% of all unvested stock rights as of such date shall become fully vested on the termination date with respect to AATI’s chief executive officer and chief financial officer and 50% of all unvested stock rights as of such date shall become fully vested on the termination date with respect to AATI’s other officers of a level of vice president and above. In this event, the employee will also receive continued salary and benefits for 12 months following the termination date. For purposes of this agreement, “stock rights” means all options or rights to acquire shares of AATI’s common stock and includes all options granted under AATI’s 1998 Stock Plan and the 2005 Equity Incentive Plan. Each of AATI’s current officers of a level of vice president and above has entered into a change of control agreement with these terms.
 
In February 2009, AATI’s board of directors authorized amendments to AATI’s executive officer change of control agreements which provide for the payment of all or a portion of the officer’s target bonus amount for the applicable year in the event that a severance payment is due to the officer. The amended change of control agreements provide that in the event that a severance payment is triggered, the chief executive officer and chief financial officer would be entitled to 100% of their target bonus for the fiscal year in which such change of control transaction occurs, including the consummation of the merger, and other officers of a level of vice president and above would be entitled to 50% of their target bonus for the fiscal year in which such change of control transaction occurs, including the consummation of the merger.
 
The following tables show the potential payments and benefits that each of AATI’s named executive officers could receive pursuant to the terms of such named executive officer’s change of control agreement. For purposes of these tables, it is assumed that the merger is consummated on September 30, 2011 and each named executive officer’s employment terminates at the close of business on September 30, 2011. The value


70


Table of Contents

of accelerated stock options is calculated by multiplying the number of unvested shares subject to acceleration by the difference between the exercise price and the merger consideration of $6.13 per share. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
 
Richard K. Williams,
President, Chief Executive Officer and Chief Technical Officer
 
                         
                In the event of a
 
                termination
 
                without cause
 
                or constructive
 
    In the event
    In the event of
    termination within
 
    of a voluntary
    termination without
    12 months of the
 
    resignation     cause     closing of the merger  
 
Base salary payment
  $     $ 12,301     $ 295,213  
Target bonus payment
  $     $     $ 295,213  
Insurance benefits
  $     $ 590     $ 14,159  
Accrued and unpaid vacation
  $ 12,577     $ 12,577     $ 12,577  
Accelerated Stock Option Value
  $     $     $ 357,198  
Accelerated RSU Value
  $     $     $ 1,133,600  
Existing Vested Stock Options
  $ 5,316,869     $ 5,316,869     $ 5,316,869  
Existing Vested RSU
  $     $     $  
Total compensation received:
  $ 5,329,446     $ 5,342,337     $ 7,424,829  
 
Ashok Chandran,
Vice President, Chief Accounting Officer and interim Chief Financial Officer
 
                 
          In the event of a
 
          termination
 
          without cause
 
          or constructive
 
    In the event
    termination within
 
    of a voluntary
    12 months of the
 
    resignation     closing of the merger  
 
Base salary payment
  $     $ 240,000  
Target bonus payment
  $     $ 180,000  
Insurance benefits
  $     $ 24,339  
Accrued and unpaid vacation
  $ 3,052     $ 3,052  
Accelerated Stock Option Value
  $     $ 165,081  
Accelerated RSU Value
  $     $ 796,900  
Existing Vested Stock Options
  $ 117,831     $ 117,831  
Existing Vested RSU
  $     $  
Total compensation received:
  $ 120,883     $ 1,527,203  


71


Table of Contents

Kevin D’Angelo,
Vice President of Advanced Products and Fellow
 
                 
          In the event of a
 
          termination
 
          without cause or
 
          constructive
 
          termination within
 
    In the event
    12 months of the
 
    of a voluntary
    closing of the
 
    resignation     merger  
 
Base salary payment
  $     $ 238,075  
Target bonus payment
  $     $ 59,519  
Insurance benefits
  $     $ 14,681  
Accrued and unpaid vacation
  $ 12,437     $ 12,437  
Accelerated Stock Option Value
  $     $ 77,430  
Accelerated RSU Value
  $     $ 91,950  
Existing Vested Stock Options
  $ 309,709     $ 309,709  
Existing Vested RSU
  $     $  
Total compensation received:
  $ 322,146     $ 803,801  
 
Dr. Jun-Wei Chen,
Vice President of Technology
 
                 
          In the event of a
 
          termination
 
          without cause or
 
          constructive
 
          termination within
 
    In the event
    12 months of the
 
    of a voluntary
    closing of the
 
    resignation     merger  
 
Base salary payment
  $     $ 230,000  
Target bonus payment
  $     $ 57,500  
Insurance benefits
  $     $ 16,198  
Accrued and unpaid vacation
  $ 12,314     $ 12,314  
Accelerated Stock Option Value
  $     $ 59,543  
Accelerated RSU Value
  $     $ 107,275  
Existing Vested Stock Options
  $ 255,739     $ 255,739  
Existing Vested RSU
  $     $  
Total compensation received:
  $ 268,053     $ 738,569  
 
Indemnification of Directors and Executive Officers
 
AATI’s amended and restated certificate of incorporation and bylaws contain provisions limiting the liability of directors to the fullest extent authorized and permitted by the Delaware General Corporation Law. In addition, AATI has entered into separate indemnification agreements with each of its directors and executive officers to the fullest extent permitted under Delaware law.
 
For six years after the effective time of the merger, Skyworks has agreed to cause the surviving corporation in the merger to honor all of AATI’s obligations to indemnify and hold harmless each present and former director and officer of AATI against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the merger, whether asserted or claimed before, at or after the effective time of the merger, to the extent that such obligations to indemnify and hold harmless exist on May 26, 2011.


72


Table of Contents

For six years after the effective time of the merger, Skyworks has also agreed to cause the surviving corporation to maintain in effect (to the extent available in the market) a directors’ and officers’ liability insurance policy covering those persons who are currently covered by AATI’s directors’ and officers’ liability insurance policy with coverage in amount and scope at least as favorable to such persons as AATI’s existing coverage. In no event will Skyworks or the surviving corporation be required to expend in excess of 250% of the annual premium currently paid by AATI for such coverage. If the annual premium exceeds that amount, Skyworks will cause the surviving corporation to obtain as much coverage as practicable for such amount. The obligation to maintain D&O insurance may be satisfied by either Skyworks or AATI purchasing a “tail” policy under AATI’s directors’ and officers’ liability insurance policy in effect immediately before the effective time of the merger.
 
Material U.S. Federal Income Tax Consequences of the Merger
 
The following discussion sets forth the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) that exchange their AATI common stock for Skyworks common stock and cash in the merger. This discussion is based upon the Internal Revenue Code, the U.S. Treasury regulations promulgated under the Internal Revenue Code and court and administrative rulings and decisions, all as in effect on the date of this proxy statement/prospectus. These laws may change, possibly retroactively, and any change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income tax.
 
For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of AATI common stock that is, for U.S. federal income tax purposes:
 
  •  an individual who is a citizen or resident of the United States;
 
  •  a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;
 
  •  a trust if (i) a U.S. court is able to exercise