Organization | 6 Months Ended |
Sep. 27, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
ORGANIZATION |
Qorvo, Inc. ("Qorvo" or the “Company”), formerly known as Rocky Holding, Inc., is a Delaware holding company and was incorporated on December 13, 2013. The Company was formed for the purpose of effecting a strategic combination of RF Micro Devices, Inc., a North Carolina corporation (“RFMD”) and TriQuint Semiconductor, Inc., a Delaware corporation (“TriQuint”) through a “merger of equals,” in connection with the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of February 22, 2014 and amended as of July 15, 2014, by and among RFMD, TriQuint and the Company (“Merger Agreement”), and as described in the Company’s Registration Statement on Form S-4 (“Form S-4”) filed with the Securities and Exchange Commission (“SEC”) on April 14, 2014, and as subsequently amended (File No. 333-195236). The Registration Statement was declared effective on July 30, 2014. On September 5, 2014, the shareholders of both RFMD and TriQuint approved the Merger Agreement at each company's special meeting of shareholders. |
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Effective October 3, 2014, in connection with the Merger Agreement, Rocky Holding, Inc. amended its Amended and Restated Certificate of Incorporation and amended and restated its bylaws to reflect the new name of the Company, Qorvo. The Company's common stock is expected to be traded on the NASDAQ Global Stock Market under the ticker symbol "QRVO" following closing of the merger. RFMD’s board of directors has selected the following individuals to serve on the Company’s board of directors (the “Board”) following the closing: Daniel A. DiLeo, Jeffery R. Gardner and John R. Harding. TriQuint’s board of directors has selected the following individuals to serve on the Board following the closing: Charles Scott Gibson, David H.Y. Ho, Roderick D. Nelson and Dr. Walden C. Rhines. As previously announced, after closing, the Board also will include Robert A. Bruggeworth, Ralph G. Quinsey, who will serve as non-executive chairman, and Walter H. Wilkinson, Jr., who will serve as lead outside director. |
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The Company has formed two direct subsidiaries, Trident Merger Sub Inc. and Rocky Merger Sub Inc. Pursuant to the Merger Agreement, Trident Merger Sub Inc. will merge with and into TriQuint, and Rocky Merger Sub Inc. will merge with and into RFMD (the “Mergers”). As a result of the Mergers, TriQuint and RFMD will each become a wholly owned subsidiary of the Company. |
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The consummation of the business combination with TriQuint continues to be subject to certain regulatory approvals and satisfaction of customary closing conditions. We currently anticipate the merger will be completed during the second half of calendar year 2014. |
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The Company has not commenced operations, has no significant assets or liabilities, and has not carried on any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. As of September 27, 2014, RFMD is the Company’s sole stockholder and the Company does not hold any equity interest in any other legal entity. |