思佳讯美股招股说明书(2026-05-29版)

SKYWORKS SOLUTIONS, INC. Offers to ExchangeAny and All Outstanding Notes Issued by Qorvo, Inc. as listed belowfor New Notes Issued by Skyworks Solutions, Inc. and Solicitation of Consents to Amend the Respective Indentures Governing the Qorvo Notes Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), hereby offers to exchange, upon the terms and conditionsset forth in this Prospectus/Offers to Exchange (as it may be amended or supplemented, this “Prospectus/Offers to Exchange”),(i)any and all of the outstanding 4.375% Senior Notes due 2029 (the “Qorvo 2029 Notes”) and (ii)any and all of theoutstanding 3.375% Senior Notes due 2031 (the “Qorvo 2031 Notes” and, together with the Qorvo 2029 Notes, the “QorvoNotes”) issued by Qorvo, Inc., a Delaware corporation (“Qorvo”), for (i)the corresponding series of newly issued SkyworksNotes (as defined herein) having the same interest payment dates, maturity dates and interest rates as the respective Qorvo Notesin an amount as described below, and (ii)the aggregate Consent Payment (as defined below). The Skyworks Notes will replace the fixed redemption schedule currently included in the Qorvo Notes with a customaryinvestment grade redemption schedule, including a three-month par call date and make-whole mechanism as further describedherein. See “Description of the Skyworks Notes.” Each Exchange Offer (as defined herein) will expire at 5:00p.m., New York City time, on September1, 2026, unlessextended or terminated with respect to such Exchange Offer (such date and time, as it may be extended, the “Expiration Date”).Each Consent Solicitation (as defined below) will expire at the applicable Early Participation Date (as defined below). outstanding as of such Early Participation Date and the denominator of which is the aggregate principal amount of suchseries of Qorvo Notes validly tendered and not validly withdrawn at or prior to such Early Participation Date. As a result,the applicable Consent Payment for a series of Qorvo Notes will range from $2.50 per $1,000 principal amount (if allholders of such series of Qorvo Notes tender) to approximately $5.00 per $1,000 principal amount (if holders tender amajority of the aggregate principal amount of such series of Qorvo Notes). Any Consent Payment will be paid on theapplicable Settlement Date (as defined herein). For the avoidance of doubt, a holder that validly tenders Qorvo Notes and delivers (and does not validly revoke) a consentat or prior to the applicable Early Participation Date, but withdraws such Qorvo Notes after such Early Participation Datebut prior to the applicable Expiration Date, will be eligible to receive the applicable Consent Payment, even if such holderhas withdrawn their Qorvo Notes after the applicable Early Participation Date or such holder is no longer the beneficialowner of such Qorvo Notes at such Expiration Date. Consents may not be revoked after the applicable Consent Revocation Deadline (as defined herein). (2)For each $1,000 principal amount of the applicable series of Qorvo Notes accepted for exchange. (3)For each $1,000 principal amount of the applicable series of Qorvo Notes validly tendered and not validly withdrawn at orprior to the applicable Early Participation Date and accepted for exchange. (4)For each $1,000 principal amount of the applicable series of Qorvo Notes. Includes the applicable Consent Payment,Exchange Consideration and Early Participation Premium. For the avoidance of doubt, (i)consents may not be revokedafter the applicable Consent Revocation Deadline, and (ii)unless the applicable Exchange Offer is amended, in no eventwill any holder of Qorvo Notes be eligible to receive more than $1,000 aggregate principal amount of Skyworks Notes foreach $1,000 aggregate principal amount of the applicable series of Qorvo Notes accepted for exchange. As discussed in more detail below, each holder that validly tenders and does not validly withdraw their Qorvo Notes in theapplicable Exchange Offer and Consent Solicitation at or prior to 5:00 p.m., New York City time, on June11, 2026, unlessextended or terminated with respect to such Exchange Offer and Consent Solicitation (such date and time, as the same may beextended, the “Early Participation Date”) will receive an Early Participation VOI Number in respect of the aggregate principalamount of the applicable series of Qorvo Notes that such holder validly tendered and did not validly withdraw at or prior to theapplicable Early Participation Date. Subject to the terms and conditions set forth herein, on the applicable Settlement Date, theapplicable Early Participation Premium will be paid to each holder whose Qorvo Notes have been validly tendered and notvalidly withdrawn at or prior to the applicable Early Participation Date and either (A)such holder has not validly withdrawnsuch Qorvo Notes at or prior to the applicable Expiration Date or (B)if such Qorvo Notes have been validly withdrawn at orprior to the applicable