Skyworks Suggests Termination of Pending Merger with Advanced Analogic

Skyworks Solutions, Inc. has delivered a notice of breach to Advanced Analogic Technologies Inc. (AnalogicTech) stating, among other things, that AnalogicTech has breached its covenant, agreement and obligation under the Merger Agreement to "act and carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, . . . and use commercially reasonable best efforts, consistent with past practices, to maintain and preserve its and each Subsidiary’s . . . assets . . . and preserve its advantageous business relationships with customers."

According to a statement from Skyworks, David Aldrich, Skyworks’ CEO, had previously contacted Samuel Anderson, chairman of the board of AnalogicTech, to discuss the preliminary conclusions reached by Skyworks regarding AnalogicTech ’s business and financial performance and outlook from Skyworks’ review of the information and documents recently provided by AnalogicTech in response to Skyworks’ formal demand of August 24, 2011 and the notice of breach delivered by Skyworks to AnalogicTech on September 7, 2011, including information provided in connection with (and in follow-up to) a meeting of the parties on September 13, 2011.

Also according to the statement, Aldrich informed Anderson of Skyworks’ conclusion that AnalogicTech has not operated, in material respects, in the usual, regular and ordinary course of business. Aldrich proposed that the parties mutually agree either to delay further action and final decision on the proposed merger until the end of the fourth calendar quarter, or, alternatively, to terminate the Merger Agreement by mutual consent now.

In its response, AnalogicTech noted that it sees no basis for Skyworks to claim a material adverse effect, and that Skyworks does not purport that a material adverse effect has occurred.

AnalogicTech further stated that Skyworks’ notice lacked specific facts as to the basis of its claim of breach. AnalogicTech stated that the notice contained no facts supporting the claim, because no such facts exist. AnalogicTech remains committed to the completion of the transaction.