Skyworks Solutions, Inc. signed a definitive agreement to acquire Avnera Corporation from Icon Management Associates LLC, ONKYO Corporation, Intel Capital, Bessemer Venture Partners and others for approximately $430 million.
At the closing, Skyworks will also enter into an escrow agreement and deposit an aggregate amount of approximately $5 million into two separate escrow funds for the purposes of securing the Skyworks' indemnification rights for any and all losses for which they are entitled to indemnification pursuant to the merger agreement or the escrow agreement and securing any reimbursement obligations of the equity holders of Avnera in connection with customary working capital and other closing date adjustments. The consideration is subject to certain customary closing adjustments and set asides. Skyworks intends to fund the merger consideration with cash on hand. Following the transaction, Avnera will operate as a wholly owned subsidiary of Skyworks. The transaction is subject to customary closing conditions, including the receipt by Avnera of the requisite stockholder vote approving the merger. The transaction has been approved by the Boards of Directors of both Skyworks and Avnera and is anticipated to close by September 2018. Excluding any non-recurring acquisition-related charges and amortization of intangibles, Skyworks expects the acquisition to be immediately accretive to diluted earnings per share.
Morgan Stanley acted as financial advisor and DLA Piper LLP (US) acted as legal advisor to Avnera Corporation. Mark Peterson, Nikole Kingston, Chris Del Rosso, Andrew Dolak, Courtney Dyer, Robert Fisher, Shelly Heyduk, Billy Abbott, Courtney Byrd, Brian Kenyon, Bob Nicksin, Philippe Nogues, Tom Oslovar, David Ribner, Aaron Cha, Isaiah Deporto-Plick, Briana LaBriola, John Sirjord, Katie Tague, Kathryn Turner and Alex Wilson of O'Melveny & Myers acted as legal advisors to Skyworks Solutions.