Good afternoon. My name is Rob, and I will be your conference operator today. At this time, I would like to welcome everyone to the Skyworks Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session.
Thank you. Mitch Haws, you may begin your conference.
Thank you, Rob. Good afternoon, everyone, and welcome to today's conference call. With me today are Liam Griffin, our President and Chief Executive Officer and Chris Senestahl, our Chief Financial Officer. Earlier today, we announced the acquisition of the infrastructure and Automotive Business of Silicon Labs. The press release and the related transaction slides can be found on our website.
Before we begin, I would like to remind everyone that our discussion will include statements relating to future results, expectations, Benefits and timetables that are or may be considered forward looking statements. Please refer to today's press release and recent SEC filings, including our Annual Report on Form 10 ks, for information on certain risks that could cause actual outcomes to differ materially and adversely from any forward looking statements made today. With that, I will turn the call to Liam.
Thanks, Mitch, and welcome, everyone. I'm pleased to announce that Skyworks has entered into a definitive agreement to acquire the infrastructure and automotive business of Silicon Labs in an all cash asset The transaction valued at $2,750,000,000 Over the past 2 decades, Silicon Labs has developed its The acquisition encompasses the full technology portfolio of the business, including power and isolation, timing, Broadcast and additional complementary product lines. The business fits squarely with our strategic priorities to expand our market reach, Accelerate revenue diversification and drive industry leading profitability and cash flow. This is a compelling acquisition for Skyworks. The infrastructure and automotive business is proven, competitively well positioned and highly profitable With leadership across several high growth segments, its strong financial profile makes it immediately accretive to Skyworks and by significantly expanding our broad markets footprint.
Additionally, the end markets are additive to Skyworks And together, the combined company is expected to address a market opportunity approaching $20,000,000,000 annually. Finally, both Skyworks and the INA team share a culture of innovation, technology leadership and customer engagement that stretches back over nearly 2 decades. And looking at the elements of the INA business model in more detail, The acquisition will accelerate Skyworks' expansion into many of the new and most important industry and growth segments, including electric and hybrid vehicles, 5 gs wireless infrastructure, optical and data center. The resulting revenue stream is well aligned to address these fast growth, high volume segments with a strong pipeline of design wins. Leveraging our extensive customer reach, scale and worldwide manufacturing expertise, Skyworks is well positioned To capture this multi $1,000,000,000 opportunity.
For those of you who have followed Skyworks, you have seen extraordinary growth in our broad markets business. The portfolio today generates in excess of $1,200,000,000 in revenue on an annualized basis. And as we have expanded our solution set across more than 5,000 global customers, the addition of the I and A business is highly annual revenue will exceed $5,000,000,000 with broad markets comprising approximately 40% of our total revenues. This transaction also expands our customer and application space. The business brings a highly complementary set of new products serving a broad array of blue chip customers.
In fact, the top 10 customers account for just 30% of the revenue and More than 4,000 customers make up the remaining 70%. Skyworks will be uniquely positioned to address this combined market opportunity. Importantly, the combination of our unique technology platforms and broad customer reach The Silicon Labs INA management team and the more than 350 employees who have been instrumental in creating such a strong franchise. The senior leadership team brings over 85 years of combined experience and we look forward to leveraging their Unique expertise across Skyworks. Together, we share a rich culture of innovation, design excellence and deep customer engagement.
I will now turn the call over to Chris to discuss the financial details of this transaction.
Thanks, Liam. Turning to Slide 9 of the presentation, you can see a high level summary of the transaction. As Liam mentioned earlier, We will acquire the infrastructure and automotive business of Silicon Labs for a total purchase price of $2,750,000,000 in cash. This transaction will be immediately accretive to Skyworks in terms of non GAAP gross and operating margins as well as non GAAP EPS As we are adding a highly profitable business that was running at approximately $375,000,000 in revenue in calendar year 2020. Through this transaction, we will acquire all the assets and IP necessary to operate the business, including Over 3 50 employees and the senior management team that has been running this business successfully for many years.
In terms of financing, we will pay for this transaction in cash using approximately $250,000,000 of cash from the balance sheet and approximately 2 point $5,000,000,000 of new debt financing. And we expect to close this transaction during the 3rd calendar quarter of 2021, Subject to the customary closing conditions and regulatory approvals. In terms of financing, We will issue approximately $2,500,000,000 of new transaction debt, including up to $1,500,000,000 of committed term loans And $1,000,000,000 in longer term investment grade bonds. That leaves us with a strong liquidity position of approximately $1,000,000,000 of cash bolster the cash generation capabilities that Skyworks has demonstrated over the last 10 plus years. The $2,500,000,000 of debt financing results in a low pro form a financial EBITDA leverage at close of just above one term.
We expect to delever quickly in the 1st 18 months after close as we will focus on repaying the term loan. We also expect to maintain our current dividend policy. However, as we focus on repaying the term loan, we will temporarily suspend our share repurchase program. And as we have demonstrated in the past, we do have a conservative financial policy And we'll remain committed to maintaining the investment grade rating. So in summary, I'm very excited about this transaction, not only for all the strategic regions that Liam has touched on, but also from a financial point of view And the real value this acquisition will bring to our shareholders.
This transaction will accelerate the path to achieving our target financial model, Which includes driving above market revenue growth and further improving our profitability metrics With a target of 53% gross margin, 40% operating margin and 30% free cash flow margin. So I remain confident that Skyworks is Well positioned to generate strong cash flow and deliver strong returns to our shareholders. And with that, I'll turn it
back to Liam. Thanks, Chris. This strategically compelling acquisition will yield long term growth, diversification and enhanced profitability for Skyworks. By leveraging our global sales channels, operational scale and deep customer relationships, we are well positioned to drive above market growth While diversifying our revenues, expanding our margins and delivering strong returns in earnings and cash generation. With that, Operator, we are ready for questions.
Thank you. Your first question comes from the line of Gary Mobley from Wells Fargo Securities. Your line is open.
Good afternoon, everybody. Thanks for taking my question. I'll ask the first question, which is probably on everybody's mind. Perhaps if you can give us a sense of what the annual non GAAP OpEx for these assets may be in the 1st full year of ownership and related to that, whether or not you see this as being see an opportunity to maybe you just squeeze out some OpEx synergies from that run rate.
Yes. First of all, this is an asset Transaction, right? And so we are getting the necessary people and assets to run that business. But it comes Fully synergized to us. So there is no overhead, right?
So we have all the synergies day 1 With all the assets that we need to operate that business, we will actually continue to make further investments in that business to Accelerate the growth. The OpEx run rate, it's all about $85,000,000 per year, non GAAP OpEx. But so this is a highly profitable business immediately accretive day 1 After close.
Okay. And just to finish the discussion, could you give us a sense of what your weighted borrowing rate maybe? And I believe this might be a roughly a 62% gross margin business. Can you confirm that? Thank you, guys.
Yes. So in terms of model, last calendar year 2020, revenue was 3.75 In the December quarter, they did $97,000,000 and that's all public information. So they are on a $400,000,000 run rate in terms of revenue and growing. The gross margins are on or about 60%. The operating margin taken into account on or about $85,000,000 of OpEx that we need to run this business gets you close to 40% operating margin.
And so again, that's day 1 at close. And then of course, We will grow the business from there. So it's immediately accretive. We will finance this with approximately $2,500,000,000 of It's probably too early to talk about the overall cost, but Money is cheap right now. And so we think we can finance that in the low 2%, 2% to 2.25%, somewhat in that range.
All right. Thank you, Chris.
Your next question comes from the line of Craig Hettenbach from Morgan Stanley.
Liam, can you just talk
about the growth prospects that you see for this business? And maybe it would be in the context of what you would see more broadly in your broad markets business, how it might compare? Sure, Craig. Absolutely. Well, I mean, one of the things that We love about this portfolio is, I mean, it's really high end assets here and high end technologies.
And I think one of the things that we can bring to market immediately is our scale, our operational reach, our customer reach and dovetail that with some of these products that the INA team has developed, a very, very rich and complex portfolio and timing, Another portfolio that's been doing extremely well in power and isolation, hitting electric vehicles, solar markets, And then automotive has been a big driver for them as well. So there's a lot of really interesting markets that we have a position in today at Skyworks, I think we can really pivot with the I and A portfolio. So we're really excited about it. The other thing, Craig, to think about here is The revenue streams in this business are very different than what we see in some of the classical mobile markets. We've got an uncorrelated revenue stream here with the Silicon Labs INA portfolio.
They have their own vector, a Set of customers and end markets that they pursue that are different than what we have today, but have some similarities when we go to customers. So it's going to be an incredible combination. We're really excited to turn the wheels on this. But again, we really like this portfolio. We like the people And the technology behind it is going to be something really special here.
Thanks.
Your next question comes from the line of Edward Snyder from Charter Equity. Your line is open.
Liam, you started by Pointing out that the product line is relatively complementary to scours and it certainly looks like that. So I'm just kind of wondering what kind of leverage you think you can get into broad Customers, because they do sell into a little bit different base. If you go back to when you purchased SiGe, I mean, it was one of the best acquisitions in Space period. Largely because side g played into your existing customer base, but it was too small to actually address some of your large customers. Some of the Skyworks scale, that business Just exploded.
So I'm just trying to get a grasp on how you expect to grow this or what kind of leverage you get into either broad Slab is products into broad markets or vice versa since Slab has good automotive access. So maybe you could walk us through that.
Great segue, Ed. You're right. I think one of the things that we do well at Skyworks is that we're really strong at Penetrating customers deeply, going very, very deep and very wide with some of the leading players in the industry. What I see with the Silicon Labs portfolio are incredible Green shoots into accounts that we haven't even pursued. So we look at their technology, the know how that they have, the People skills and their customer relationships, they have more customers than we have.
There's a broader bench of accounts that we can pursue. But on the Skyworks side, the So there are already things that we see in the portfolio and the timing portfolio that look very attractive in the power portfolio, Very attractive broadcast engagements with EV manufacturers, meaningful ones, really exciting stuff. And also markets like 5 gs wireless infrastructure where we share a portfolio with them today. So it's going to be a really Important transaction for Skyworks. Our customers are going to love it.
The people in our team really are excited about getting rolling on this But stay tuned. I think this is going to be something really special for us here.
And if I could maybe, I mean, years ago, you actually had a baseband business and then As the mobile business matured, it made sense not to be in that space anymore, but also some transubers. And SLAD did too. I mean, we sold some of that off early on, but now you're picking up Some of the radios that they're doing into more non traditional broad market markets for Skyworks. Do you expect any First of all, will there be any leverage from what you used to do into the radio business in mobile? And secondly, will this open New markets for broad market for some of your mobile products, mostly the RF components.
Yes, I do see that, Ed. I think there's definitely technologies and products that we have in our suite today at Skyworks that we can lever through The channels that have been proven with the I and A team for sure. And there's also going to be some collaboration around systems. If you think about our mobile business, our Sky i5 platform really which is a unique configurable engine where we bring all kinds of unique technologies Make it easy for the customer to digest and put to market. We see the same kind of potential here with the Silicon Labs I and A portfolio where there may be some points from the Skyworks team leverage with the technologies that we see in I and A and products That could result at a very different, very special and highly profitable and the kind of things that our customers really want.
So that integration theme we've run so well and mobile can absolutely play through in these broader market opportunities in I and A.
Your next question comes from the line of Craig Ellis from B. Riley Securities. Your line is open.
Thanks for taking the question. And Liam and Chris, congratulations on the acquisition. This is a really high The first question I have was really related to the technologies that you're adding. Clearly, this is really strong in digital isolators, clocks, some converter capability. The question is, as you look at the technology roadmap that You're adding an I and A and the Skyworks technology roadmap.
When do you think you can drive maybe some combined either discrete Solutions or combined platform solutions out to the customer base and get yet even a further degree of revenue synergy out of this acquisition.
Yes, we absolutely expect that we'll do that, Greg, as you noted. We have some great core technologies that are coming in With the I and A portfolio and there's also some customers that we've been working with right now where this portfolio could plug a lot of gaps for us. We've done some work in automotive, for example, a lot of it's and we're growing that business nicely, but a lot of it is kind of RF based. If you look at what the slab team is doing, they're going much broader. I mean, they've got power, they've got isolation, clock and meter recovery and timing, all these markets that We know these are strong markets, but we just need to put scale on them.
We need to put scale on them. We need to go after the biggest We need to drive high volume. We can do that. That's what Skyworks is all about. We're going to leverage the incredible facilities we have, our manufacturing scale and All of those resources are going to come to bear to make this the best acquisition we can make it.
But the core technologies are there They're ready. They are market ready right now. So it's really for us together to drive the volume and engage with more accounts. We talked about cross selling a bit in the opening remarks. That's going to be important.
And as I said, it really opened up some incremental revenue opportunities, sustainable revenue opportunities And also a gross margin bump.
That's really helpful. And then the follow-up question is really on a couple of the operational vectors. The first is on the manufacturing side. What do you plan to do, whether it's I would expect nothing on the front end side, but on the back end side, how quickly could you do anything there? And then on the channel side, are there distributor relationships that the business has that would be incremental to Skyworks or vice 1st, do you see some synergies potential out of a new channel approach given the increased breadth that the portfolio will bring?
Thanks, Glenn.
Yes. No, that's a good point. So the slab team and the INA team has been managing in more of a fabless Like many other semiconductor players, and as you know with Skyworks, we are intensely vertically integrated With surface acoustic wave technology, bulk acoustic wave, gallium arsenide, even assembly and test and packaging, which is really So clearly, if you look at that, there's an opportunity for us over time where it makes sense to try to bring some of that outsourced model and bring it in house, If it makes sense, depending on the technology, we have the capability to do it. We clearly have the balance sheet to fund it. And we will pick and choose where that makes the And that's definitely going to be a driver for us.
And then on the distribution side, I think that the I and A team in Slab has done an Incredible job, better than we have in some cases. And I think what we could do and learn from that is leverage that incredible product lines That they have, the number of parts that are available, the breadth of their technologies could be really compelling for us. And I think we have a distribution business well, we have salespeople working that channel, but I think we opened the doors to this incredibly broad set of new technologies and products. I think we could our sales team would jump all over this. So I think there could be some upside
on that end as well.
So you've got the manufacturing side, which we know a lot about. You've heard a lot about from us. We'll continue to make those investments. And then we have an opportunity on that cross selling and customer distribution channel, which could really be another factor for us here.
Your next question comes from the line of Rajiv Gill from Needham and Company. Your line is open.
Yes. Thank you and congrats as well. It's a great asset. We've We've covered slab for a while, so it's a good asset to pick up. If you kind of dig a little deeper into the segment, the Infrastructure and Auto segment, slab was supplying kind of high performance clocks for servers and data centers, optical modules, All the digital isolation ships for EVs and solar inverters.
But there's also some legacy business. I'm just wondering if you're picking that up as well, the silicon tuners for the TV or some of the digital subscriber line business. Can you talk a little bit about some of those the other legacy And in terms of the growth areas within infrastructure, how are you thinking about 5 gs infrastructure builds and kind of capitalizing on that growth as it relates to their timing and
From the base station to the handheld and anything in between. So we have a great deal of know how in those markets and we have Incredible customer relationships and scale and applications team that's just incredible at getting things done. So very well positioned Today, adding the I and A business makes it even better. And their products are complementary to what we have. There's no overlap.
So we really like that, whether it's in timing and isolation in some of the other spots. There's going to be great overlap from there. Of course, there's some level of legacy businesses that run at a lower rate and businesses that run at a higher rate. But the overall portfolio, as Chris mentioned, that $400,000,000 we think we can run that double digit top line. There's a lot of investments that we can make.
There's a lot of great products That I think our sales team would jump on immediately. And that's just the nature of the beast, right? There's all innovation coming up with new products and there's some products I think there's going to be a lot of opportunity in EV and automotive, where We've made a lot of inroads. Most of those inroads have been around mobility and connectivity. If you look at what the slab team is doing, it's More focused on isolation and looking at some of the timing products, which again are also complementary.
So it's going to be a nice combination Where we leverage the things that are working and put more scale, more energy, and then we develop some of the new technologies and enhance those technologies that are already in the mill, And then Keith, driving the customer set, and I think the number of customers that we see in this acquisition is amazing. The names and the players that we are now going to be Those 2. It's going to create really meaningful change for us at Skyworks. So we look for that as well.
Appreciate it, Tim, too.
Your next question comes from the line of Harsh Kumar from Piper Sandler. Your line is open.
Yes. Hey, guys. Congratulations. Looks like a really good deal. Congratulations.
A couple of quick questions. Liam or Chris, you mentioned closing time of Q3. Do you anticipate Regulatory hurdles, do you have to get approvals from all the countries involved, is anything like that to be considered?
No, just regulatory approval in the U. S, Which we believe is not going to be an issue. So no China approval necessary.
Okay, thank you. That makes it certainly easy. And then a long winded question maybe for Liam. You mentioned I think you mentioned in response to one of the answers, you Excited about is the infrastructure business or the automotive focused business. And then you also mentioned leverage through cross sales.
Is there also an opportunity for Skyworks To take share on Board space as well through this acquisition.
Yes, absolutely. Some of the markets that we're in and known for, look, I mean, there's no question that there are parts around the edge there that we could The I and A business, there's no question about that, right? That's one thing that we think we will do. But over time, I think The portfolios that look most exciting are some of the automotive segments, right? I mean, they've got strong position in EV.
Some of the best customers out there, I mean the leaders, the leaders today in EV are using Slab INA, that's a fact. The 5 gs infrastructure markets we're already in, the products that the Slack team bring over to us are unique And complementary to what we have, it's not 2 in the box. The data center markets are very attractive. The timing, clock and data recovery, Literally, that was my first 5 years out of engineering school. I was working clock and data recovery and that's a big market right now.
Timing is huge. Synchronization, wireless clocks, PLLs, they've got a really, really slick portfolio there that we can take to hundreds of customers. So we're looking forward to that as well. And I think the team is very creative, Really sharp people that we're bringing in and they have a lot of ideas and we have the power to fund it. So I think there's going to be some really We're going to run the business.
We're going to drive revenue, but we're also going to create some interesting new products along the way and take advantage of
Jim comes from the line of Bill Peterson from JPMorgan. Your line is open.
Yes. Thanks for taking the question. Just sort of high level, but you about the combined market opportunity of $20,000,000,000 annually and they've sized their SAM, I guess, around $3,000,000,000 $3,500,000,000 and total And the $6,000,000,000 I'm just trying to get your perspective on how you define the TAM of this asset and maybe more importantly, Now the combined broad markets business has a portion of this $20,000,000,000 fan.
Yes. I mean if you look at the business today that we address Before we get into the slab business portfolio, you see a you've got about a $14,000,000,000 addressable market with Skyworks today 3, I and A. Then you take a look at the growth that we'll have in our portfolio and look at the I and A business And attribute another $3,000,000,000 to $5,000,000,000 of opportunity at minimum, you get to a number that's clearly a $20,000,000,000 opportunity. That's the way we see it and growing. So we with the forces between both Skyworks combined with what we're seeing in the IN-eighteen, The reach that we have together, the customer engagements, I mean the hardest thing with customers is getting the first design win.
We have incredible position In key markets where we can leverage our existing designs and bring in the INA technology and there's going to be places where the INA technology is going to lead And of course, Skyworks is going to come in and eventually it's just 1 big company getting the job done together. So I think it's a great portfolio. I've said it before that the folks that we're working with in this deal, very, very smart people, technology driven, Focused on customers, focused on execution, focused on design win excellence, great stuff. And then we're going to provide incredible Scale and resources with our factories and the flexibility that we have with packaging, the flexibility we have in our fabs, it's going to make a great combination. So we're definitely Looking forward to levering on all those points.
And as Chris said at the beginning, delivering on the financial returns to investors.
Hey, Gary. And certainly, the leverage of just over 1 is nothing it's not that stretch compared to what we've seen in M and A. I guess as you look forward, you talk about a sixty-forty split in the business. Where would you like the diversification to go and what kind of level do you think would The appropriate for, I guess, the capital structure in terms of debt and how do you see that going forward from an M and A perspective?
Yes. Look, I mean, one of the things that you know about us is that we are a fiduciary of cash, right? I mean, we've been generating very strong Free cash flow margins for quite a while and funding CapEx too along the way. So we understand that and we've also been Extremely disciplined in M and A, so keep that in mind, extremely disciplined. This transaction is a great transaction for us.
It's a great transaction for Yandex. And we're really excited about getting it going and demonstrating all the things that we're talking about right now. But we're committed to it, we're excited about it And looking forward to the future.
And this brings us to the end of our Q and A session. Liam, I turn the call back over to you for some closing remarks.
Thank you all for your participation on today's conference call. We look forward to speaking with you again when we report our fiscal second quarter results next Thursday, April 29. Thank you.
This concludes today's conference call. You may now disconnect.