e425
Filed by Skyworks Solutions, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject
Company: Advanced Analogic Technologies Incorporated
Commission File No.: 000-51349
Email from Richard Williams to AATI Employees
Subject: AnalogicTech to be Acquired by Skyworks Solutions
Dear Employees,
I am delighted to inform you that today we announced an agreement to be acquired by Skyworks
Solutions, Inc. This is an outstanding transaction for our customers, our employees and, most
importantly, our shareholders. As you probably know, Skyworks is one of the fastest growing analog
semiconductor companies in the world.
This highly synergistic transaction combines Skyworks existing leadership position in front-end
solutions that support smart phones, tablets, energy management and infrastructure applications,
with our innovative power management solutions for the consumer electronics, computing and
communications markets. By leveraging Skyworks scale and extensive product portfolio, we can
better address our customers demand for highly integrated PMIC solutions across a broader range of
applications, particularly as they increasingly demand both always-on wireless connectivity
and power efficiency across seemingly every kind of mobile platform. Both companies share
a common vision and realize the enormity and growth potential of the analog power management
semiconductor market. I am especially excited to see us join forces.
We expect to close in late summer and I ask for your full support as we launch the integration
planning process, which is being led by Tony Alvarez and Steve Machuga from Skyworks.
Please plan on joining me and members of Skyworks senior management team for an all employee
communications meeting that will be held on Thursday, June 2 at 5:00 p.m. Pacific time and be
Webcast internationally.
Thank you and congratulations,
Richard Williams
Safe Harbor Statement
This communication includes forward-looking statements intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include without limitation information relating to future results and
expectations of Skyworks (including without limitation certain projections and business trends).
Forward-looking statements can often be identified by words such as anticipates, expects,
forecasts, intends, believes, plans, may, will, or continue, and similar expressions
and variations or negatives of these words. All such
AnalogicTech Acquisition
statements are subject to certain risks,
uncertainties and other important factors that could cause actual results to differ materially and
adversely from those projected, and may affect our future operating results, financial position and
cash flows.
These risks, uncertainties and other important factors include, but are not limited to:
whether we are able to satisfy the closing conditions and close our acquisition of SiGe
Semiconductor and/or Advanced Analogic Technologies; whether we are able to successfully integrate
SiGe Semiconductors and/or Advanced Analogic Technologies operations; uncertainty regarding
global economic and financial market conditions; the susceptibility of the wireless semiconductor
industry and the markets addressed by our, and our customers, products to economic downturns; the
timing, rescheduling or cancellation of significant customer orders and our ability, as well as the
ability of our customers, to manage inventory; losses or curtailments of purchases or payments from
key customers, or the timing of customer inventory adjustments; the availability and pricing of
third party semiconductor foundry, assembly and test capacity, raw materials and supplier
components; changes in laws, regulations and/or policies in the United States that could adversely
affect financial markets and our ability to raise capital; our ability to develop, manufacture and
market innovative products in a highly price competitive and rapidly changing technological
environment; economic, social and political conditions in the countries in which we, our customers
or our suppliers operate, including security and health risks, possible disruptions in
transportation networks and fluctuations in foreign currency exchange rates; fluctuations in our
manufacturing yields due to our complex and specialized manufacturing processes; delays or
disruptions in production due to equipment maintenance, repairs and/or upgrades; our reliance on
several key customers for a large percentage of our sales; fluctuations in the manufacturing yields
of our third party semiconductor foundries and other problems or delays in the fabrication,
assembly, testing or delivery of our products; our ability to timely and accurately predict market
requirements and evolving industry standards, and to identify opportunities in new markets;
uncertainties of litigation, including potential disputes over intellectual property infringement
and rights, as well as payments related to the licensing and/or sale of such rights; our ability to
rapidly develop new products and avoid product obsolescence; our ability to retain, recruit and
hire key executives, technical personnel and other employees in the positions and numbers, with the
experience and capabilities, and at the compensation levels needed to implement our business and
product plans; lengthy product development cycles that impact the timing of new product
introductions; unfavorable changes in product mix; the quality of our products and any remediation
costs; shorter than expected product life cycles; problems or delays that we may face in shifting
our products to smaller geometry process technologies and in achieving higher levels of design
integration; and our ability to continue to grow and maintain an intellectual property portfolio
and obtain needed licenses from third parties, as well as other risks and uncertainties, including
but not limited to those detailed from time to time in our filings with the Securities and Exchange
Commission.
These forward-looking statements are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information about the Transaction and Where to Find It
Skyworks plans to file with the Securities and Exchange Commission (SEC) Registration
Statements on Form S-4 and S-8 in connection with the transaction and Advanced Analogic
Technologies plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus
in connection with the transaction. The Registration Statements and the Proxy Statement/Prospectus
will contain important
information about Skyworks, Advanced Analogic Technologies, the transaction and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
Investors and security holders will be able to obtain free copies of the Registration
Statements and the Proxy Statement/Prospectus and other documents filed with the SEC by Skyworks
and Advanced Analogic Technologies through the website maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the
Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks
Investor Relations at (949) 231-4700, or by accessing Skyworks investor relations website at
http://www.skyworksinc.com; or from Advanced Analogic Technologies by contacting Advanced Analogic
Technologies Investor
AnalogicTech Acquisition
Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by
accessing Advanced Analogic Technologies investor relations website at
http://www.analogictech.com.
Participants in the Solicitation
Skyworks and Advanced Analogic Technologies, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information about the directors and executive
officers of Skyworks and Advanced Analogic Technologies are set forth in Skyworks and Advanced
Analogic Technologies most recent Form 10-K/A, which were filed with the SEC on January 31, 2011
and May 2, 2011, respectively, as well as Skyworks proxy statement dated, and filed with the SEC
on, April 7, 2011. Investors may obtain additional information regarding the interest of Skyworks
and its directors and officers, and Advanced Analogic Technologies and its directors and executive
officers in the proposed transaction, by reading the Registration Statements and Proxy
Statement/Prospectus regarding the transaction when it becomes available.