思佳讯美股招股说明书(2025-12-23版)

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Skyworks and Qorvo (each as defined below): On behalf of the board of directors of each of Skyworks Solutions,Inc. (“Skyworks”) and Qorvo,Inc. (“Qorvo”),we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed combination ofSkyworks and Qorvo. We are requesting that you take certain actions as a holder of Skyworks Common Stock and/orQorvo Common Stock (each as defined below), as more fully described in this joint proxy statement/prospectus. Each of the boards of directors of Skyworks and Qorvo has unanimously approved and declared advisable theAgreement and Plan of Merger, dated as of October27, 2025 (as may be amended, restated, supplemented orotherwise modified from time to time, the “Merger Agreement”), by and among Skyworks, Comet Acquisition Corp.(“Merger Sub I”), a Delaware corporation and a direct wholly-owned subsidiary of Skyworks, Comet Acquisition II,LLC (“Merger Sub II”), a Delaware limited liability company and a direct wholly-owned subsidiary of Skyworks, andQorvo. Upon the terms and subject to the conditions of the Merger Agreement, which are more fully described in theaccompanying joint proxy statement/prospectus, Skyworks and Qorvo will combine through (a)the merger of MergerSub I with and into Qorvo (the “First Merger”), with Qorvo continuing as the surviving corporation in the First Mergerand a wholly- owned subsidiary of Skyworks (the “Surviving Corporation”), and (b)immediately following the FirstMerger and as the second step in a single integrated transaction with the First Merger, the merger of the SurvivingCorporation with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”),with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly-owned subsidiary ofSkyworks. If the Mergers are consummated, Qorvo stockholders will be entitled to receive (a)0.960 shares (the “ExchangeRatio”) of Skyworks Common Stock, par value $0.25 per share (“Skyworks Common Stock”), without interest, and(b)$32.50 in cash, without interest (the “Per Share Cash Amount”), subject to applicable withholding taxes, for eachshare of Qorvo Common Stock, par value $0.0001 per share (“Qorvo Common Stock”), that they hold immediatelyprior to the effective time of the First Merger (the “Effective Time” and the foregoing clauses (a)and (b), together, the“Merger Consideration”). No fractional shares of Skyworks Common Stock will be issued in connection with theMergers, and Qorvo stockholders will receive cash in lieu of any fractional shares of Skyworks Common Stock asmore fully described in this joint proxy statement/ prospectus and in the Merger Agreement. The Exchange Ratio isfixed and will not be adjusted to reflect stock price changes prior to the Effective Time. Skyworks stockholders willcontinue to own their existing shares of Skyworks Common Stock, the form of which will not be changed by thetransaction. Upon the consummation of the Mergers, it is anticipated that former Qorvo stockholders will own approximately37% of the then outstanding Skyworks Common Stock and Skyworks stockholders will own the remaining 63%, basedon the number of shares and stock-based awards of Skyworks and Qorvo outstanding as of December 15, 2025, thelast practicable trading day before the date of the joint proxy statement/prospectus. The value of the Merger Consideration to be received in exchange for each share of Qorvo Common Stock willfluctuate with the market value of Skyworks Common Stock until the Mergers are consummated. Based on Skyworks’closing stock price on October27, 2025, the implied value of the Merger Consideration was $105.31, which representsa premium of approximately 15.14% over the 30-trading-day volume weighted average trading price per share ofQorvo Common Stock on October27, 2025, the last trading day prior to the announcement of the parties’ execution ofthe Merger Agreement. Based on Skyworks’ closing stock price on December 15, 2025, the last practicable trading daybefore the date of this joint proxy statement/prospectus, the implied value of the Merger Consideration was $96.22.The common stock of each of Skyworks and Qorvo is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under thesymbol “SWKS”and “QRVO,”respectively. We urge you to obtain current market quotations for Skyworks CommonStock and Qorvo Common Stock. Each of Skyworks and Qorvo will hold a special meeting of its stockholders in connection with the transactionscontemplated by the Merger Agreement (the “Transactions”). Skyworks’ special meeting of stockholders (the “Skyworks Special Meeting”) will be held virtually on February11, 2026 at 11:30AM, Pacific Time (unless it is adjourned or postponed to a later date), via live audio webcast atwww.virtualshareholdermeeting.com/SWKS2026SM. The Skyworks Special Meeting will be held exclusively onlinevia live audio webcast. A