Skyworks Solutions, Inc. (NasdaqGS:SWKS) signed a definitive agreement to acquire Avnera Corporation from Icon Management Associates LLC, ONKYO Corporation (JASDAQ:6628), Intel Capital, Bessemer Venture Partners and others for approximately $430 million on August 3, 2018. Pursuant to the terms of the agreement, at the closing, each outstanding share of Avnera's common stock, each Vested Option and each unexpired, unexercised and outstanding Warrant, will be cancelled and converted into the right to receive a portion of the total cash consideration. In addition, each unvested option will be assumed by Skyworks and converted into an option to purchase shares of common stock of Skyworks, and each share of unvested stock will be cancelled and converted into the right to receive an amount of cash per share equal to the consideration paid to other holders of shares of Avnera common stock. The consideration includes $20 million to be paid if certain performance targets are exceeded over a 12-month post-closing period. ONKYO will sell 0.64 million shares.

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.