Skyworks’ proposed USD 10.5bn acquisition of a US peer Qorvo triggers the obligation to submit a China merger filing, according to two sources familiar with the matter.

On 28 October, Skyworks, a US-based global leader in high-performance analogue and mixed-signal semiconductors, announced a stock-and-cash merger with Qorvo, a global innovator in connectivity and power solutions. The combination will create a global leader in high-performance radio frequency (RF), analogue and mixed-signal (AMS) semiconductors.

According to the announcement, Qorvo shareholders will receive USD 32.50 in cash and 0.96 of a Skyworks common share for each Qorvo share. Upon completion, Skyworks will own approximately 63% of the combined company, while Qorvo will own the remaining 37% on a fully-diluted basis.

The merger will see a combination of complementary products, technology portfolios and engineering capabilities of the two semiconductor giants, the statement read.

Post deal, the pair will own a combined IP portfolio of over 12,000 issued and pending patents across RF and AMS areas, according to the deal’s investor presentation.

The two NASDAQ-listed deal parties had been assessing and preparing for a filing with China’s State Administration for Market Regulation (SAMR) for some time, both sources said. A notification of the deal is expected to be made under the normal procedures, the first source added.

Both deal parties’ revenues of the previous year satisfied China’s merger filing thresholds, according to an analysis by this news service. For the year ended September 27, 2024, Skyworks generated USD 4.17bn in total revenue, including USD 303.4 million from China. Qorvo reported USD 3.72bn in revenue for the fiscal year ended 29 March 2025, with USD 620.4m derived from China.

Both companies’ China revenue exceeded SAMR’s minimum threshold of CNY 800m (USD 112.2m), while the combined global or China revenue all exceeded CNY 12bn (USD 1.685bn) or CNY 4bn (USD 561.7m) respectively.

The transaction is expected to close in early calendar year 2027, subject to the receipt of required regulatory approvals, approval of Skyworks shareholders and Qorvo shareholders, as well as the satisfaction of other customary closing conditions, the announcement said. The merger agreement does not specify that a China filing is required, though it points to “necessary or advisable” foreign approvals.

Starboard Value LP, an approximately 8% shareholder of Qorvo, has signed a voting agreement in support of the transaction.

In an investor call on the same day of the deal announcement, the chief executive officer and director of Skyworks Philip G. Brace said that the company is well advised on the SAMR process. The combination gives the company the scale to invest in research and development to compete against much larger global players, said Brace when answering a question in relation to the deal’s SAMR process. The CEO said that the company believes ultimately the proposed transaction will get approved, but the SAMR process might take some time.

Qorvo and Skyworks did not respond to requests to comment.

SAMR does not comment on ongoing deals.