Market Overview

Skyworks to Acquire Smart Interface Innovator Avnera Corporation

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  • Avnera Adds Highly Differentiated Analog/Mixed Signal Audio, Voice
    and Speech Processing Engines
  • Substantially Expands Skyworks' TAM in Synergistic, High Growth
    Applications
  • Extends Reach across Artificial Intelligence, IoT, Enterprise and
    Automotive Markets
  • Expected to Enhance Skyworks' Gross Margin and be Immediately
    Accretive to Earnings
  • Anticipated to Close by September 2018

Skyworks Solutions, Inc. (NASDAQ:SWKS), an innovator of high
performance analog semiconductors connecting people, places and things,
today announced it signed a definitive agreement to purchase Avnera
Corporation, a leading developer of Analog System on Chips (ASoCs).
Acquisition of Avnera, a private fabless semiconductor supplier,
augments Skyworks' leadership in wireless connectivity by adding
ultra-low power analog circuits to enable smart interfaces via acoustic
signal processing, sensors and integrated software. Upon consummation of
the transaction, Skyworks will expand its addressable market by over $5
billion. Target applications include AI speakers/microphones, virtual
assistants, intelligent gaming controllers and vehicle in-dash systems
as well as wired/wireless headsets.

"Voice is increasingly becoming the primary interface for artificial
intelligence and Internet of Things applications. Skyworks' acquisition
of Avnera will enable us to capitalize on the rapid proliferation of
audio functionality and its convergence with our advanced connectivity
solutions," said Liam K. Griffin, president and chief executive officer
of Skyworks. "With Skyworks' global sales channels, strong customer
relationships and operational scale, we plan to leverage Avnera's
innovative product portfolio and systems expertise to increase our
footprint in automotive, industrial, home automation, enterprise and
high-end consumer markets. In short, this transaction perfectly
complements Skyworks' product roadmap and will be highly synergistic
across a broader customer set."

"We are extremely excited to be joining forces with Skyworks to offer
customers complete system solutions for next generation smart interface
applications," said Manpreet Khaira, chairman, president and chief
executive officer of Avnera. "Both companies share a vision of enabling
ubiquitous, always-on communications through highly customized designs.
Together, we can develop, deliver and rapidly scale audio products with
unprecedented integration and performance for the increasingly connected
wireless world."

At the heart of Avnera's system solutions are market-specific ASoCs that
combine breakthrough audio/voice analog circuits, highly efficient power
management and custom hardware accelerators for smart acoustic signal
processing/AI features. Avnera's ASoCs achieve the highest level of
integration in the industry and set a new performance watermark from a
power consumption and footprint standpoint ─ all underpinned by more
than 100 issued and pending patents. Key Avnera customers include
Harman, JBL, Panasonic, Philips, Pioneer, Polk, Samsung, Sennheiser,
Sony, Vizio and Yamaha.

Skyworks will pay $405 million in cash to Avnera equity holders at
closing with up to an additional $20 million if certain performance
targets are exceeded over a 12-month post-closing period. The
transaction has been approved by the boards of directors of both
Skyworks and Avnera and is anticipated to close by September 2018,
subject to customary closing conditions. Excluding any non-recurring
acquisition-related charges and amortization of intangibles, Skyworks
expects the acquisition to be immediately accretive to diluted earnings
per share.

About Skyworks

Skyworks Solutions, Inc. is empowering the wireless networking
revolution. Our highly innovative analog semiconductors are connecting
people, places and things spanning a number of new and previously
unimagined applications within the aerospace, automotive, broadband,
cellular infrastructure, connected home, industrial, medical, military,
smartphone, tablet and wearable markets.

Skyworks is a global company with engineering, marketing, operations,
sales and support facilities located throughout Asia, Europe and North
America and is a member of the S&P 500® and Nasdaq-100® market indices
(NASDAQ:SWKS). For more information, please visit Skyworks' website at: www.skyworksinc.com.

About Avnera

Since 2004, Avnera has been designing Analog System-on-Chips,
integrating breakthrough low-power analog circuits. As pioneers of
Analog System-on-Chip (ASoC) technology, Avnera works closely with its
partners to transform markets. Over the last decade, Avnera has
delivered circuit and system innovations that have set a new bar in
minimizing power consumption and footprint sizes. The world's most
respected brands trust Avnera to deliver disruptive features for their
most innovative products.

Safe Harbor Statement

Any forward-looking statements contained in this press release are
intended to qualify for the safe harbor from liability established by
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include without limitation information relating to future
events, results and expectations of Skyworks. 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. Actual events and/or results may differ materially and
adversely from such forward-looking statements as a result of certain
risks and uncertainties including, but not limited to, our ability to
satisfy the closing conditions and close our acquisition of Avnera
Corporation; our ability to successfully integrate Avnera Corporation's
operations; our ability to make certain investments and acquisitions,
integrate companies we acquire, and/or enter into strategic alliances;
changes in laws, regulations and/or policies that could adversely affect
our operations and financial results; our ability to continue to grow
and maintain an intellectual property portfolio and obtain needed
licenses from third parties; 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; our ability
to obtain design wins from customers; our ability to timely and
accurately predict market requirements and evolving industry standards
and to identify opportunities in new markets; our ability to develop,
manufacture, and market innovative products and avoid product
obsolescence; our ability to compete in the marketplace and achieve
market acceptance of our products; the availability and pricing of
third-party semiconductor foundry, assembly and test capacity, raw
materials and supplier components; the quality of our products; and
other risks and uncertainties identified in the "Risk Factors" section
of Skyworks' most recent Annual Report on Form 10-K (and/or Quarterly
Report on Form 10-Q) as filed with the Securities and Exchange
Commission ("SEC"). Copies of Skyworks' SEC filings can be obtained,
free of charge, on Skyworks' website (www.skyworksinc.com)
or at the SEC's website (www.sec.gov).
Any forward-looking statements contained in this press release 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.

Note to Editors: Skyworks and the Skyworks symbol are trademarks or
registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in
the United States and other countries. Third-party brands and names are
for identification purposes only, and are the property of their
respective owners.

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