8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

November 29, 2011

ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	000-51349	77-0462930
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3230 Scott Boulevard, Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 737-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Settlement Agreement and Mutual Release

On November 29, 2011, Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”), and Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) pursuant to which the companies agreed to (i) enter into the Amendment (as defined below), (ii) voluntarily dismiss with prejudice the claims asserted against each other that were the subject of arbitration proceedings pending in the Court of Chancery of the State of Delaware, No. 004-A-CS and 005-A-CS, (iii) jointly issue the press release described below in Item 8.01 and attached hereto as Exhibit 99.1, (iv) release the other party and their respective officers, directors, stockholders, employees, advisors, representatives and other related parties from all claims, demands, rights, actions or causes of actions, liabilities, damages, losses, obligations, judgments, suits, fees, expenses, costs, matters and issues of any kind or nature whatsoever, including any claims which could form the basis of a termination for “cause,” in existence prior to the execution of the Settlement Agreement, and (v) each bear its own legal fees and costs incurred in connection with the arbitration proceedings.

The foregoing description of the Settlement Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment No.1 to Agreement and Plan of Merger

On November 30, 2011, AATI, Skyworks and PowerCo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Skyworks (“Merger Sub”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger dated as of May 26, 2011, by and among Skyworks, Merger Sub and AATI (the “Merger Agreement”). Pursuant to the Amendment, and upon the terms and subject to the conditions thereof, Skyworks has agreed to commence within seven business days a cash tender offer to acquire all of the outstanding shares of AATI’s common stock (the “Offer”) for a purchase price of $5.80 per share in cash (the “Offer Price”).

The consummation of the Offer will be conditioned on (i) at least a majority of the outstanding shares of AATI’s common stock having been validly tendered and not properly withdrawn pursuant to the Offer prior to the expiration date of the Offer, (ii) the Merger Agreement having not been terminated in accordance with its terms, (iii) AATI having complied with certain interim covenants regarding conduct of its business, (iv) the representations and warranties of AATI concerning certain capitalization matters being true and correct as of the date of the Amendment, and (v) no governmental authority enacting, issuing, promulgating, enforcing or entering any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) prohibiting the consummation of the Offer or the Merger (as defined below). The Offer will not be subject to financing.

Following the consummation of the Offer, subject to certain customary conditions (including receipt of the requisite approval of AATI’s stockholders, if required under applicable law, and no governmental authority shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) prohibiting consummation of the merger), Merger Sub will be merged with and into AATI (the “Merger”) and AATI will become a wholly owned subsidiary of Skyworks. In the Merger, each outstanding share of AATI’s common stock (other than shares with respect to which appraisal rights are properly exercised under Delaware law) will be converted into the right to receive an amount equal to the Offer Price. Skyworks may, but is not required to, provide for a “subsequent offering period” under federal securities law following the Offer. If Skyworks acquires 90% or more of the outstanding shares of AATI’s common stock pursuant to the Offer, then Skyworks will consummate the Merger pursuant to the short form merger procedures under Delaware law as soon as practicable following the consummation of the Offer without a vote or any further action by the holders of AATI’s common stock. In addition, AATI has granted Skyworks a “top-up option” to acquire shares of AATI’s common stock in order to facilitate the consummation of the Merger using such short form merger procedures. The top-up option is exercisable any time after the first time at which Skyworks accepts for payment any shares of AATI common stock pursuant to the Offer. In the event that Skyworks does not acquire at least 90% of AATI’s outstanding common stock, a majority of the outstanding shares of common stock

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must be voted to adopt the Merger Agreement before the Merger can be completed. In this event, AATI will call and convene a stockholder meeting to obtain this approval, and Skyworks will vote all shares of AATI common stock it holds in favor of adoption of the Merger Agreement, thereby assuring approval.

Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by AATI on May 27, 2011, remains in full force and effect as originally executed on May 26, 2011. The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

On November 30, 2011, AATI and Skyworks issued a joint press release announcing that the parties have entered into the Amendment and into the Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Additional Information and Where to Find It

Skyworks will file a Tender Offer Statement on Schedule TO and AATI will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (“SEC”) in connection with the amended merger agreement and tender offer. Security holders are advised to read the Tender Offer Statement (and the exhibits thereto) and the Solicitation/Recommendation Statement when they are available because they will contain important information. Investors can obtain the Tender Offer Statement (including exhibits) when it is filed by Skyworks, the Solicitation/Recommendation Statement when it is filed by AATI, and other documents filed by Skyworks and/or AATI for free at the web site of the U.S. Securities and Exchange Commission at http://www.sec.gov. In addition, investors and security holders can obtain free copies of the documents filed by Skyworks with the SEC from Skyworks by contacting Skyworks’ Investor Relations at (949) 231-4700 or by accessing Skyworks’ investor relations website at http://www.skyworksinc.com, and free copies of the documents filed by AATI with the SEC from AATI by contacting AATI’s Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing Advanced Analogic Technologies’ investor relations website at http://www.analogictech.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger by and among Skyworks Solutions, Inc., PowerCo Acquisition Corp. and Advanced Analogic Technologies Incorporated, dated November 30, 2011.
10.1	Settlement Agreement and Mutual Release by and among Skyworks Solutions, Inc., PowerCo Acquisition Corp., and Advanced Analogic Technologies Incorporated, dated November 29, 2011.
99.1	Joint press release issued by Advanced Analogic Technologies Incorporated and Skyworks Solutions, Inc., dated November 30, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

/s/ Ashok Chandran

Ashok Chandran

Vice President, Chief Accounting Officer

and interim Chief Financial Officer

Date: December 5, 2011

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger by and among Skyworks Solutions, Inc., PowerCo Acquisition Corp. and Advanced Analogic Technologies Incorporated, dated November 30, 2011.
10.1	Settlement Agreement and Mutual Release by and among Skyworks Solutions, Inc., PowerCo Acquisition Corp., and Advanced Analogic Technologies Incorporated, dated November 29, 2011.
99.1	Joint press release issued by Advanced Analogic Technologies Incorporated and Skyworks Solutions, Inc., dated November 30, 2011.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER dated as of May 26, 2011 (the “Merger Agreement”), is made and entered into this 30^th day of November 2011 by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks” or the “Buyer”), PowerCo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), and Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”). All capitalized terms not otherwise expressly defined in this Amendment shall have the respective meanings assigned to them in the Merger Agreement.

WHEREAS, the Buyer and the Company wish to settle and resolve certain disputes that have arisen between them with respect to the Merger Agreement, that are the subject of arbitration proceedings pending in the Court of Chancery of the State of Delaware, No. 004-A-CS and 005-A-CS (the “Arbitration Proceedings”);

WHEREAS, in settlement of the claims made by the Buyer and the Company in the Arbitration Proceedings, the Buyer and the Company have agreed to certain modifications to the terms of the Merger Agreement, which are set forth in this Amendment;

WHEREAS the respective Boards of Directors of the Buyer, Merger Sub and the Company have determined that it is advisable and in the best interests of their respective stockholders for the Buyer to agree to such modifications and to settle and resolve the Arbitration Proceedings on the terms set forth herein;

WHEREAS, pursuant to this Amendment, the Buyer will make a tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to purchase, upon the terms and subject to the conditions set forth in this Agreement, all issued and outstanding shares of Company Common Stock for consideration of $5.80 per share in cash (the “Offer Consideration”);

WHEREAS, to effectuate such acquisition, following consummation of the Offer, the Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in such merger (the “Merger”), with all theretofore untendered shares of Company Common Stock that remain outstanding immediately prior to the Effective Time being converted into the right to receive the Offer Consideration;

WHEREAS, the Board of Directors of the Company has (i) determined that the Offer and the Merger are fair to, and in the best interest of, the Company and its stockholders; (ii) approved this Amendment and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and (iii) declared the advisability of this Amendment and resolved to recommend that the holders of the Company Common Stock tender their shares into and accept the Offer and adopt the Merger Agreement as amended by this Amendment;

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NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the Buyer, Merger Sub and the Company agree that the Merger Agreement shall be amended as follows:

Section 1. New Provisions Regarding Tender Offer, Two-Step Transaction. Article I of the Merger Agreement as heretofore in effect is hereby renumbered as Article IA, Sections 1.1, 1.2, 1.3 and 1.4 and hereby renumbered as Sections 1A.1, 1A.2, 1A.3 and 1A.4, respectively (and all references to such Article and Sections are adjusted accordingly), and a new Article I, reading as set forth below in this Section 1, is inserted immediately prior to such newly renumbered Article 1A:

ARTICLE I

THE TENDER OFFER

1.1 The Offer.

(a) On the terms and subject to the conditions of this Agreement, within seven (7) business days from the date hereof, the Buyer shall (or shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer to purchase any and all outstanding shares of Company Common Stock for consideration per share equal to $5.80 (the “Offer Consideration”) in cash. On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this Agreement, the Buyer shall (or shall cause Merger Sub to) accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer and shall pay the Offer Consideration for all such shares of Company Common Stock promptly after acceptance. The obligation of the Buyer (either directly or through Merger Sub) to commence the Offer and to accept for payment and pay the Offer Consideration for shares of Company Common Stock validly tendered in the Offer and not properly withdrawn shall be subject to the conditions set forth in Annex I to this Agreement (which is annexed to this Amendment).

(b) The initial expiration date of the Offer shall be the twentieth (20^th) business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). If on or prior to any then scheduled expiration date of the Offer, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by the Buyer or Merger Sub if permitted hereunder, the Buyer shall (and shall cause Merger Sub to) extend the Offer for periods of up to ten (10) business days each until the earlier of (x) the date on which the Minimum Condition has

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been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Article VIII. The Buyer expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of the Company, the Buyer shall not:

(i) change the form of consideration payable in the Offer, decrease the Offer Consideration, or decrease the number of shares of Company Common Stock sought pursuant to the Offer;

(ii) extend the expiration date of the Offer except (A) as required by this Agreement or applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC;

(iii) waive the Minimum Condition;

(iv) amend any term of the Offer in any manner adverse to holders of shares of Company Common Stock; or

(v) impose any condition to the Offer not set forth in Annex I.

Neither the Buyer nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with its terms, in which case the Buyer shall (or shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) business day) after such termination of this Agreement.

The Buyer may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Company Common Stock in the Offer.

(c) On the date of commencement of the Offer, the Buyer shall (or shall cause Merger Sub to) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”), a form of the related letter of transmittal, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any

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supplements or amendments thereto, the “Offer Documents”). The Buyer and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the other Offer Documents prior to the filing thereof with the SEC, and the Buyer and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). The Buyer and Merger Sub agree that the Offer Documents shall comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the Buyer or Merger Sub with respect to information supplied by the Company or any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Buyer and Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities laws. Each of the Buyer, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Buyer and Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws. The Buyer and Merger Sub shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments the Buyer, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, which comments the Buyer and Merger Sub shall give reasonable and good faith consideration), and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Buyer or Merger Sub or their counsel.

(d) The Buyer shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any and all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer.

(e) The Buyer and Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as the

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Buyer OR Merger Sub, as the case may be, reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or under any other applicable law.

1.2 Company Actions.

(a) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement.

(b) Contemporaneously with the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer(together with all amendments and supplements thereto, the “Schedule 14D-9”) and disseminate the Schedule 14D-9, to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable laws, to the stockholders of the Company. Unless the Company has effected a Change of Recommendation, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by the buyer and its counsel (it being understood that the Buyer and its counsel shall provide any comments thereon as soon as reasonably practicable). Except and to the extent otherwise permitted pursuant to Section 6.1, the Offer Documents and the Schedule 14D-9 shall contain the recommendation of the board of directors of the Company (the “Company Board”) that the holders of the Company Common Stock tender their shares into and accept the Offer and adopt this Agreement and the transactions contemplated hereby, including the Merger, and the Company hereby consents to the inclusion in the Offer Documents of such recommendation. The Company covenants and agrees to cause the Schedule 14D-9 and all amendments thereto (if any) (i) to comply in all material respects with the requirements of applicable U.S. federal securities laws and on the date first filed with the SEC and on the date first published, sent or given to the Company’s stockholders, and (ii) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the Company with respect to information supplied by the Buyer or Merger Sub in writing for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company, the Buyer and the Buyer shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable U.S. federal securities laws. Unless the Company Board has effected a

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Change of Recommendation, the Company shall provide the Buyer and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall provide the Buyer and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, which comments the Company shall give reasonable and good faith consideration), and shall provide the Buyer and its counsel with a copy of any written responses thereto and a detailed written report of any oral responses thereto of the Company or its counsel.

(c) The Company shall promptly supply to the Buyer and Merger Sub in writing, for inclusion in the Schedule TO and the Offer Documents, all information concerning the Company required under applicable U.S. federal securities laws to be included in the Offer Documents or that may be reasonably requested by the Buyer and Merger Sub in connection with the preparation of the Schedule TO or the Offer Documents or their obligations hereunder.

(d) In connection with the Offer and the Merger, the Company shall promptly furnish to the Buyer and Merger Sub mailing labels containing the names and addresses of the record holders of the shares of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date and, to the extent known, a list of the beneficial owners of the shares of Company Common Stock as of a recent date, together with copies of all security position listings and all other computer files and other information in the Company’s possession or control regarding the beneficial owners of such shares, and shall furnish to the Buyer and Merger Sub such information and assistance (including updated lists and information) as the Buyer may reasonably request for the purpose of communicating the Offer to the record and beneficial owners of the shares of Company Common Stock. From and after the date of this Agreement, all such information concerning the Company’s record and, to the extent known, beneficial holders shall be made available to the Buyer and Merger Sub. Subject to the requirements of applicable laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, the Buyer and the Buyer shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and lists, shall use such information only in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and, if this Agreement shall be terminated in accordance with this Agreement, shall, upon request, deliver to the Company, or, at the Buyer’s election, destroy, all copies of such information then in their possession or under their control.

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1.3 Directors.

(a) Promptly after the first time at which the Buyer accepts for payment any shares of Company Common Stock pursuant to the Offer (the “Acceptance Time”), and from time to time thereafter as shares of Company Common Stock are accepted for payment and the Offer Consideration is paid by the Buyer, the Buyer shall be entitled to designate such number of members of the Company Board (the “Buyer Designees”), rounded up to the nearest whole number, as will give the Buyer representation on the Company Board equal to the product of the total number of members of the Company Board (after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by the Buyer or Merger Sub at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding; provided that in no event shall the Buyer Designees constitute less than a majority of the Company Board. In furtherance thereof, the Company shall, upon the request of the Buyer, use its best efforts promptly (and in any event within one business day) either to increase the size of the Company Board or to secure the resignations of such number of the Company’s incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to enable the Buyer Designees to be so elected or appointed to the Company Board and the Company shall take all actions available to the Company to cause the Buyer Designees to be so elected or appointed. At such time, the Company shall, if requested by the Buyer, also take all action necessary to cause persons designated by the Buyer to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 4.3(a) hereof) of the Company and (iii) each committee (or similar body) of each such board. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Buyer, the Buyer or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the election of directors or otherwise.

(b) The Company shall take all actions required in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9. The Buyer and Merger Sub shall supply to the Company in writing any information with respect to the Buyer and the Buyer and the Buyer Designees to the extent required by such Section 14(f) and Rule 14f-1.

(c) Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company’s Board of Directors shall, at all times prior to the Effective Time, be directors of the Company who were independent disinterested non-management directors

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of the Company on the date hereof (the “Independent Directors”), provided that, (i) the person listed in Section 1.3(c) of the Company Disclosure Schedule shall not constitute an Independent Director under this Section 1.3 and (ii) if there shall be in office less than two Independent Directors for any reason, the Company Board shall cause the person designated by the remaining Independent Director to fill such vacancy who shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of the Buyer or Merger Sub and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time, if any, that the Buyer Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of the Buyer or Merger Sub hereunder, any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder, any amendment to the Company’s certificate of incorporation or bylaws or any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement, may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Independent Directors and such action is approved by a majority of the Independent Directors then in office.

1.4 Top-Up Option.

(a) Subject to Section 1.4(b) and Section 1.4(c), the Company grants to the Buyer an assignable and irrevocable option (the “Top-Up Option”) to purchase from the Company the number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lesser of (i) the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by the Buyer as of immediately prior to the exercise of the Top-Up Option, constitutes one share more than ninety percent (90%) of the number of shares of Company Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares) or (ii) the aggregate of the number of shares of Company Common Stock held as treasury shares by the Company and its Subsidiaries and the number of shares of Company Common Stock that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not reserved for issuance pursuant to the exercise of Company Stock Options or Company Warrants) as of immediately prior to the exercise of the Top-Up Option.

(b) The Top-Up Option may be exercised by the Buyer, in whole or in part, at any time at or after the Acceptance Time. The purchase price payable for each Top-Up Option Share shall consist of an amount equal to the Offer Consideration (the “Initial Top-Up Payment”). The aggregate Initial Top-Up Payment may be paid by the

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Buyer, at its election, either in cash or by executing and delivering to the Company a promissory note having a principal amount equal to such payment, or by any combination of cash and such promissory note. Any such promissory note shall bear interest at the applicable federal rate determined under Section 1274(d) of the Internal Revenue Code, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty.

(c) In the event that the Buyer wishes to exercise the Top-Up Option, it shall deliver to the Company a notice setting forth (i) the number of Top-Up Option Shares that it intends to purchase pursuant to the Top-Up Option, (ii) the manner in which it intends to pay the Initial Top-Up Payment and (iii) the place and time at which the closing of the purchase of the Top-Up Option Shares by the Buyer is to take place. At the closing of the purchase of the Top-Up Option Shares, the Buyer shall cause to be delivered to the Company the consideration required to be delivered in exchange for such Top-Up Option Shares, and the Company shall cause to be issued to the Buyer a certificate representing such shares.

(d) The Buyer and Merger Sub acknowledge that the Top-Up Option Shares that the Buyer may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. The Buyer and Merger Sub represent and warrant to the Company that the Buyer is, or will be upon the purchase of the Top-Up Option Shares, an “Accredited Investor”, as defined in Rule 501 of Regulation D under the Securities Act. The Buyer agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by the Buyer for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.

Section 2. The Merger.

(a) Section 2.1(c) of the Merger Agreement as heretofore in effect is amended and restated so as to read in its entirety as set forth below in this Section 2(a), and all references elsewhere in the Merger Agreement as heretofore in effect to shares of Buyer Common Stock issued or issuable pursuant to or in accordance with Section 2.1(c) shall be disregarded and construed to refer only to the cash Merger Consideration contemplated by this Amendment and by Section 2.1(c) as amended by this Amendment.

(c) Exchange Ratio for Company Common Stock. Subject to the provisions of Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Company Shares under Section 2.4) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive, upon surrender of the certificate

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representing such share of Company Common Stock in the manner provided in Section 2.2, a cash payment in the amount of Offer Consideration (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon the surrender of such certificate in accordance with Section 2.2, without interest, subject to the provisions of Section 2.4.

(b) Sections 2.2(c) and 2.2(d) and clauses (ii) and (iii) of Section 2.2(a) of the Merger Agreement as heretofore in effect are hereby deleted. All references elsewhere in Section 2.2 of the Merger Agreement as heretofore in effect to shares of Buyer Common Stock (and certificates for shares of Buyer Common Stock) issued or issuable to the holders of Company Common Stock as a result of the Merger shall be disregarded and such provisions shall be construed to refer only to the cash Merger Consideration contemplated by this Amendment. All references to cash in lieu of fractional shares and to dividends and distributions payable on shares of Buyer Common Stock issuable as a result of the Merger shall be disregarded and deleted.

(c) All references to $6.13 in the Merger Agreement as heretofore in effect, including in Section 2.3(a) thereof, are hereby amended to refer instead to the amount of the Merger Consideration, namely, $5.80.

(d) The words “participate in” in clause (ii) of Section 2.4(c) of the Merger Agreement as heretofore in effect are hereby deleted and the words “direct and conduct” are hereby inserted in lieu thereof.

Section 3. Representations and Warranties of the Company. In Articles III and IV of the Merger Agreement as heretofore in effect: all references to “Regulation M-A Filings” and filings pursuant to Rule 14a-12 under the Exchange Act shall be construed to include filings under the analogous provisions of the SEC’s rules relating to tender offers; all references to the Registration Statement shall be construed to refer to the Schedule TO filed by the Buyer and/or Merger Sub; all references to the registration of shares of Buyer Common Stock shall be disregarded and deemed deleted; and all references to the filing or mailing to Company stockholders of the Proxy Statement/Prospectus shall be construed to refer to the Schedule TO to be filed (and the Offer to Purchase to be delivered to Company stockholders) by the Buyer and/or Merger Sub and to the Schedule 14D-9 to be filed by the Company pursuant to this Amendment.

References in Section 3.4(a) of the Merger Agreement to the meeting of the Company Board shall be construed to refer to the transactions contemplated by the Agreement prior to giving effect to this Amendment. Section 3.4(a) of the Merger Agreement is amended to add the following sentence as a new third sentence of such section: “Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, by the unanimous vote of

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all directors (i) determined that the Offer and Merger contemplated by the Agreement, as amended pursuant to the Amendment, are advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement, as amended pursuant to the Amendment, and declared its advisability in accordance with the provisions of the DGCL, (iii) directed that, if required by the DGCL, this Agreement (as amended pursuant to the Amendment) and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement (as amended pursuant to the Amendment) and the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Offer, the Merger and any other transactions contemplated by this Agreement (as amended pursuant to the Amendment).

For the avoidance of doubt, references in Section 3.25 to the date of the Agreement shall refer to May 26, 2011.

A new Section 3.29 is added as set forth below:

3.29. Certain Capitalization Issues.

(a) From September 23, 2011 through the date of this Amendment, the Company has not issued, or entered into any agreement to issue, equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities to any member of the board of directors of the Company or the Company’s CEO, CFO, COO or the VP of Marketing and Sales in an amount over $1,000,000, other than common stock issued upon exercise of options or restricted stock units that were previously granted.

(b) From September 23, 2011 through the date of this Amendment, the Company has not entered into any agreement to issue equity securities in an amount over $5,000,000, as consideration payable in connection with the acquisition of any company or business.

Section 4. Representations and Warranties of the Buyer and Merger Sub. Sections 4.2, 4.4, 4.5 and 4.7 of the Merger Agreement as heretofore in effect are hereby deleted, and in lieu thereof Buyer hereby represents and warrants that it has as of the date hereof, and will have at the Acceptance Time and at the Effective Time, sufficient cash to pay the Offer Consideration and the Merger Consideration.

Section 5. Interim Covenants Regarding Conduct of Business. A new Section 5.3 is added as set forth below:

5.3 Settlement Related Covenants.

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(a) Buyer Observers. The Buyer shall have the right to designate five employees of the Buyer (one in each of the following functional areas – finance, operations, sales/marketing, technology and human resources) as observers, monitors and integration planning coordinators (the “Buyer Observers”) who shall have full access at all times to all Facilities of the Company. From and after the date hereof and continuing until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall (a) provide the Buyer Observers with regular executive office space (and customary telecommunications, computer and other office support) in the executive suite of the Company’s headquarters in Santa Clara, California, and such additional temporary office space and support at other Company facilities as they may from time to time request; (b) keep the Buyer Observers currently informed of all significant operational matters concerning the Company, and (c) obtain the prior written consent of the Buyer Observers before making any significant operational decision or taking any significant operational action (including but not limited to financial decisions or actions; provided that Buyer’s consent shall not be required for the payment of the fees and expenses of the Company’s legal, financial, accounting and litigation advisors). Without limiting the generality of the foregoing, from and after the date hereof and continuing until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall provide the Buyer Observers with contemporaneous copies of all regular financial and operational reports regularly provided to the Company’s CEO, CFO, COO and the VP of Marketing and Sales, and reasonable advance written notice of all management meetings, which the Buyer Observers shall be free to attend.

(b) Acceleration of Shipments. The Company shall not effect, propose, request, or seek any customer-approved “pull in” or acceleration of any sale, any shipment, delivery or fulfillment of any order that, as of November 30, 2011, was scheduled or forecast to be completed, shipped or fulfilled after December 31, 2011 without prior written approval of Buyer.

(c) Record Date. Unless prohibited by law, the Company will establish the open of business on the day after the scheduled expiration of the Offer as the record date for a special meeting of the stockholders for the purpose of considering and voting upon the adoption of this Agreement and the approval of the Merger, in the event that the Buyer is unable to effect a short form merger under Section 253 of the DGCL.

5.4 Indemnification Agreements. Buyer hereby agrees and consents to the Company entering into an indemnification agreement with each of Joseph Hollinger and JB Nah, in substantially the form and substance as with the officers of the Company.

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Section 6. Additional Agreements. Sections 6.2, 6.5 and 6.9 of the Merger Agreement as heretofore in effect is hereby deleted. Section 6.4 of the Merger Agreement as heretofore in effect is hereby amended to delete the words “reasonable access, during normal business hours” and to substitute in place thereof the words “full access at all times”. All references to the Registration Statement and the Proxy Statement/Prospectus in Section 6.7 shall be deemed to refer to the Schedule TO filed by the Buyer and the Schedule 14D-9 filed by the Company pursuant to this Amendment.

Section 7. Closing Conditions. Article VII of the Merger Agreement as heretofore in effect is hereby amended and restated so as to read in its entirety as follows:

7.1 Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions:

(a) Offer. The Buyer or Merger Sub, as the case may be, shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

(b) Stockholder Approval. This Agreement (as amended by the Amendment) and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, to the extent required by applicable law.

(c) No Injunctions. No governmental authority shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) prohibiting consummation of the Merger.

Section 8. Termination. In Section 8.1(b) of the Merger Agreement as heretofore in effect, the word “Merger” is hereby deleted and in place thereof the word “Offer” is inserted, and the date December 31, 2011 is hereby extended to June 30, 2012. Subsections (d), (e), (f) and (g) of Section 8.1 of the Merger Agreement as heretofore in effect are hereby deleted.

Section 9. Dismissal of Arbitration Petitions; Joint Press Release. Promptly following the execution and delivery of this Amendment, the parties shall take all action required to effect the dismissal of the Arbitration Proceedings, and shall issue a joint press release announcing the settlement in the form annexed as Exhibit A.

Section 10. Effect. All other provisions of the Merger Agreement as heretofore in effect shall remain in full force and effect. For the avoidance of doubt, without limiting the generality of the foregoing, the provisions of Section 6.11 of the Merger Agreement as heretofore in effect shall remain in full force and effect and shall apply to all claims now, heretofore, or hereafter asserted against any person entitled to indemnification thereunder, including claims relating to or arising out of the Arbitration Proceedings and claims asserted in re Advanced Analogic Technologies Inc. Shareholder Litigation, Lead Case No. 111CV202403.

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IN WITNESS WHEREOF, the Buyer, Merger Sub and the Company have caused this Amendment No. 1 to be signed by their respective officers thereunto duly authorized as of the date first written above.

SKYWORKS SOLUTIONS, INC.
By:	/s/ Liam Griffin
Name:	Liam Griffin
Title:	Executive Vice President
POWERCO ACQUISITION CORP.
By:	/s/ Mark V.B. Tremallo
Name:	Mark V.B. Tremallo
Title:	Vice President
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
By:	/s/ Samuel Anderson
Name:	Samuel Anderson
Title:	Chairman of the Board

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ANNEX I

CONDITIONS OF THE OFFER

Capitalized terms used in this Annex I but not defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger as amended by Amendment No. 1 thereto dated as of November 30, 2011 (the “Agreement”) of which this Annex I is a part.

Notwithstanding any other provisions of the Offer or the Agreement, the Buyer shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, to pay for any shares of Company Common Stock tendered pursuant to the Offer, and (so long as permitted by the terms of the Agreement) may terminate or amend the Offer, and may postpone the acceptance of, or payment for, any shares of Company Common Stock, if:

(a) immediately prior to the expiration of the Offer (as extended in accordance with the Agreement), the number of shares of Company Common Stock validly tendered and not properly withdrawn does not equal at least a majority of such shares of Company Common Stock outstanding on the date of expiration of the Offer (the “Minimum Condition”);

(b) the Agreement shall have been terminated in accordance with its terms; or

(c) the Company has intentionally not complied with or performed in any material respect its obligations under Section 5.3 of this Agreement on or prior to the Closing Date (it being understood and agreed that “to intentionally not comply or perform” shall mean that the Company had deliberately taken an action or deliberately failed to take an action, with the actual knowledge of the Company’s CEO, CFO, COO and the VP of Marketing and Sales that such action or failure to take such action would be a material breach of Section 5.3 of this Agreement;

(d) the representation and warranty made in Section 3.29 is not true and correct as of the date of this Amendment;

or

(e) any governmental authority shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) prohibiting consummation of the Offer or the Merger.

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EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), PowerCo Acquisition Corp., a Delaware corporation (“PowerCo”), and Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”; collectively, with Skyworks and PowerCo, the “Parties”) intending to be mutually bound as and for their Settlement Agreement and Mutual Release hereby agree:

WHEREAS, the Parties are parties to an agreement and plan of merger, dated as of May 26, 2011 (“Merger Agreement”);

WHEREAS, the Parties wish to settle and resolve certain disputes that have arisen between them with respect to the Merger Agreement, that are the subject of confidential arbitration proceedings pending in the Court of Chancery of the State of Delaware, Arbitration Nos. 004-A-CS and 005-A-CS (the “Arbitration Proceedings”);

NOW, THEREFORE, the Parties have agreed to settle the Arbitration Proceedings on the terms and conditions set forth below (the “Settlement”):

1. The Parties shall dismiss their respective Arbitration Proceedings with prejudice.

2. The Parties shall execute Amendment No. 1 to the Merger Agreement, in the form attached hereto as Exhibit A (the “Amendment”).

3. The Parties shall jointly issue a press release announcing the Settlement, in the form attached hereto as Exhibit B (the “Press Release”).

4. Upon execution of the Amendment, the following releases shall take effect without further action by any Party:

A. Skyworks and PowerCo (each a “Releasing Party”) hereby agree to the complete discharge, dismissal with prejudice, settlement, and release of all claims, demands,

rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, fees, expenses, costs, matters, and issues of any kind or nature whatsoever, in existence from the beginning of time to the date of the execution of this Agreement, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity, and whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, foreseen or unforeseen, material or immaterial, actual or potential, matured or unmatured, and whether arising at law or in equity under the common law, state law, federal law or any other law, or otherwise, and whether for actual damages, exemplary damages, or interest (pre-judgment or post-judgment) on such damages, and whether for indemnity or contribution, which have been or could have been asserted in any court, tribunal, arbitration, other proceeding or which could form the basis of a termination for “cause” (a “Claim”) against AATI or its predecessors, successors, and assigns, and each and all of their respective parent entities, subsidiaries, associates or affiliates and each and all of their respective past, present, or future officers, directors, stockholders, partners, members, joint venturers, representatives, employees, financial or investment advisors, consultants, accountants, attorneys, investment bankers, commercial bankers, engineers, advisors or agents, heirs, beneficiaries, executors, trustees, general or limited partners or partnerships, personal representatives, estates, administrators, predecessors, successors, and assigns (collectively, the “AATI Released Persons”), whether or not any such AATI Released Persons were named, served with process, or appeared in the Arbitration Proceedings (the “AATI Settled Claims”); provided, however, that the foregoing release shall not preclude any Party from enforcing the terms of (i) this Agreement or the Settlement, or (ii) the Merger Agreement, as amended, except that no Settled Claims shall be the basis for any claim of breach of the Merger Agreement, as amended. For the avoidance of doubt,

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the foregoing release is expressly intended to include “Claims” that Skyworks may hereafter acquire either directly or derivatively against the AATI Released Persons as a result of the merger.

B. AATI (a “Releasing Party”), hereby agrees to the complete discharge, dismissal with prejudice, settlement, and release of all Claims against Skyworks, PowerCo, or their predecessors, successors, and assigns, and each and all of their respective parent entities, subsidiaries, associates or affiliates and each and all of their respective past, present, or future officers, directors, stockholders, partners, members, joint venturers, representatives, employees, financial or investment advisors, consultants, accountants, attorneys, investment bankers, commercial bankers, engineers, advisors or agents, heirs, beneficiaries, executors, trustees, general or limited partners or partnerships, personal representatives, estates, administrators, predecessors, successors, and assigns (collectively, the “Skyworks Released Persons”), whether or not any such Skyworks Released Persons were named, served with process, or appeared in the Arbitration Proceedings (the “Skyworks Settled Claims”; collectively with the AATI Settled Claims, the “Settled Claims”); provided, however, that the foregoing release shall not preclude any Party from enforcing the terms of (i) this Agreement or the Settlement, or (ii) the Merger Agreement, as amended, except that no Settled Claims shall be the basis for any claim of breach of the Merger Agreement, as amended.

C. The release contemplated herein shall extend to claims that the Releasing Parties, when granting the release, did not know or suspect to exist at the time of the release, which if known, might have affected the Releasing Parties’ decision to enter into the release.

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D. The Releasing Parties shall be deemed to relinquish, to the extent it is applicable, and to the full extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

E. The Releasing Parties shall be deemed to relinquish, to the extent applicable, and to the full extent permitted by law, the provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code Section 1542.

5. Each Party represents and warrants that none of the Settled Claims have been assigned, encumbered or in any manner transferred in whole or in part.

6. The provisions contained in this Agreement shall not be deemed a presumption, concession, or admission by any Party of any fault, liability, or wrongdoing, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person in the Arbitration Proceedings, or in any other action or proceeding, whether civil, criminal, or administrative, for any purpose other than as provided expressly herein.

7. The undersigned Parties agree to cooperate fully and take all additional actions which may be necessary or appropriate to give full force and effect to the terms of this Agreement and the Settlement.

8. Each Party represents and warrants that the Party, or a responsible officer or partner or other fiduciary thereof, has read this Agreement and understands the contents hereof.

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9. Each term of this Agreement is contractual and not merely a recital.

10. All notices, requests, claims, or demands hereunder shall be in writing and shall be delivered by facsimile, by Federal Express Overnight, or by registered mail, and addressed as follows:

If to AATI:

Advanced Analogic Technologies Incorporated

3230 Scott Boulevard

Santa Clara, CA 95054

Attn.: Chairman

Attn.: President & Chief Executive Officer

with a copy to:

Wilson Sonsini Goodrich & Rosati, Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attn: Mark L. Reinstra, Esq.

Robert T. Ishii, Esq.

Telecopy: 650-493-6811

If to Skyworks and/or PowerCo:

Skyworks Solutions, Inc.

20 Sylvan Road

Woburn, MA 01801

Attention: Chief Executive Officer

Attention: Vice President of Business Development

Attention: General Counsel

with a copy to:

Wilmer Cutler Pickering Hale and Dorr, LLP

950 Page Mill Road

Palo Alto, California 94304

Attn: Rod J. Howard, Esq.

Telecopy: 650-858-6100

Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly

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given unless and until it actually is received by the party for whom it is intended. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

11. This Agreement will be deemed to have been mutually prepared by the Parties and will not be construed against any of them by reason of authorship.

12. The Parties shall bear their own costs, including attorneys’ fees and any other fees incurred in connection with this Agreement, the Settlement and the Arbitration Proceedings.

13. This Agreement may not be amended, changed, waived, discharged or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing that refers specifically to this Agreement and that is signed by the Party against whom enforcement of such amendment, change, waiver, discharge or termination is sought.

14. Other than with respect to the AATI Released Persons and the Skyworks Released Persons, this Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the Parties hereto and their respective successors and permitted assigns or to otherwise create any third-Party beneficiary hereto.

15. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the Parties hereto without the prior written consent of the other Parties, and any such assignment without such prior written consent shall be null and void.

16. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective successors and permitted assigns.

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17. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties hereto and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission.

18. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

19. The parties acknowledge that the Parties have previously executed a confidentiality agreement, dated as of January 15, 2011 (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly modified in the Merger Agreement.

20. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

21. AATI covenants and agrees not to make or publish, either orally or in writing, any disparaging statements concerning Skyworks and/or PowerCo, except as compelled by legal process. Skyworks and PowerCo covenant and agree not to make or publish, either orally or in writing, any disparaging statements concerning AATI, except as compelled by legal process.

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22. The Parties hereto agree that any and all disputes arising under or related in any way to this Agreement shall be resolved solely in confidential arbitration before the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) and that they will jointly request Leo Strine, Chancellor, to appoint himself as arbitrator in the event of any such arbitration.

A. Such arbitration shall proceed pursuant to 10 Del. C. § 349 and the applicable Delaware Court of Chancery Rules (the “Chancery Rules”). Accordingly, and for the sake of clarity, the Parties hereto agree that they are waiving and relinquishing the right to bring any dispute arising under or related in any way to this Agreement or the Merger or other transactions contemplated by this Agreement before a court of any state or the United States; that they are waiving any right to have such dispute decided by a jury; and that they are also waiving any right to argue that the forum for the arbitration is an inconvenient one. The Parties intend that this Section be interpreted as broadly as possible, and in favor of prompt, confidential and binding arbitration.

B. Any issue concerning the extent to which any Dispute is subject to Arbitration shall be decided by the Arbitrator.

C. The arbitral award (the “Award”) shall (i) be written or oral, (ii) state the reasons for the award, and (iii) be the sole and exclusive binding remedy with respect to the Dispute between and among the Parties. The Parties hereto acknowledge that time is of the essence and the Parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be entered in any court having jurisdiction thereof. All Awards of the Arbitrator shall be final, nonappealable and binding on the Parties. The Parties hereto waive any right to refer any question of law and right of appeal on the law

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and/or merits to any court, including any appeal contemplated by 10 Del. C. § 349(b). The Award shall be deemed an award of the United States, the relationship between the Parties shall be deemed commercial in nature, and any Dispute arbitrated pursuant to this Section shall be deemed commercial.

D. The Parties hereto agree that the Arbitration, and all matters relating thereto or arising thereunder, including the existence of the Dispute, the proceeding and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any decision of the Arbitrator or Award), shall be kept strictly confidential, and each Party hereto hereby agrees that such information shall not be disclosed beyond (i) the Arbitrator or such other persons as are contemplated by 10 Del. C. § 349(b), (ii) such Party’s legal counsel, for any purpose related to the Dispute, (iii) the other Party to the Dispute, (iv) the other Party’s legal counsel, for any purpose related to the Dispute, (v) any person necessary to the conduct of the Arbitration, and (vi) solely in connection with a Party’s enforcement of an Award in a court having jurisdiction thereof in accordance with Section 26, such court; provided, however, that each Party hereto agrees that, prior to disclosing any information to any Party listed in subclauses (ii), (iv) or (v) above, such Party shall use its commercially reasonable efforts to cause the recipient of such information to agree to maintain the confidentiality of such agreement in a manner consistent with the terms hereof.

E. Each Party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such Party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration.

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F. Each of the Parties to this Agreement (a) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11. Nothing in this Section. however, shall affect the right of any Party to serve legal process in any other manner permitted by law.

23. THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of November 29, 2011.

SKYWORKS SOLUTIONS, INC.
By:	/s/ Liam Griffin
Name:	Liam Griffin
Title:	Executive Vice President

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POWERCO ACQUISITION CORP.
By:	/s/ Mark V.B. Tremallo
Name:	Mark V.B. Tremallo
Title:	Vice President
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
By:	/s/ Samuel Anderson
Name:	Samuel Anderson
Title:	Chairman of the Board

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EX-99.1

Exhibit 99.1

FINAL

SKYWORKS Media Relations: Pilar Barrigas 949-231-3061	ANALOGICTECH Public Relations: Matt Sherman / Andrew Siegel / Jillian Palash Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
Investor Relations: Stephen Ferranti 781-376-3056	Lisa Laukkanen The Blueshirt Group 408-737-4788
	Investor Relations: Ashok Chandran 408-330-1400

Skyworks Solutions and Advanced Analogic Technologies

Announce Amended Merger Agreement

Skyworks to Acquire AnalogicTech for $5.80 Per Share in Cash;

Tender Offer to be Commenced within Seven Business Days

Transaction Expected to be Completed in January 2012

WOBURN, Mass. and SANTA CLARA, Calif., November 30, 2011 — Skyworks Solutions, Inc. (“Skyworks”) (NASDAQ: SWKS) and Advanced Analogic Technologies, Inc. (“AnalogicTech”) (NASDAQ: AATI) today announced that the two companies have amended their previously announced merger agreement. Under the terms of the revised merger agreement, Skyworks will acquire all of the outstanding shares of AnalogicTech for $5.80 per share in cash through a tender offer that Skyworks intends to commence within seven business days. The companies expect the transaction to be completed in January 2012.

Skyworks intends to finance the tender offer with cash on hand. The tender offer will not be subject to financing and, among other things, will be conditioned upon a majority of the shares of AnalogicTech common stock outstanding being tendered and no injunctions being issued prohibiting the offer or the merger. AATI has addressed and satisfactorily clarified all issues previously raised by Skyworks. As part of the settlement, the companies have agreed to voluntarily dismiss the claims asserted against each other in the Delaware Chancery Court. Skyworks and AnalogicTech have mutually determined that their respective claims were insignificant in light of the overall value of the transaction.

“Skyworks is pleased to have reached this agreement with AnalogicTech and to be moving forward together,” said David J. Aldrich, president and chief executive officer of Skyworks. “We believe this transaction will enable Skyworks to further capitalize on our strong smart phone, tablet, set-top box and infrastructure positions with an expanded and differentiated product portfolio while accelerating our entry into new vertical markets. Analog power management semiconductors represent a strategic growth market for Skyworks as our customers increasingly demand both ubiquitous wireless connectivity and power optimization across seemingly every kind of electronic platform. With AnalogicTech, Skyworks will be well positioned to address these twin market opportunities by leveraging our broad customer relationships and innovative product portfolios, and increasing operational scale.”

“We believe the revised agreement with Skyworks provides AnalogicTech stockholders with immediate value and certainty for their investment in the Company, while providing important benefits to AnalogicTech’s employees and customers,” said Richard K. Williams, president, chief executive officer and chief technical officer of Advanced Analogic Technologies. “We share Skyworks’ vision of the enormity and growth potential of the analog semiconductor market and continue to believe that together, we can better address customers’ demand for highly integrated power management solutions across a broader range of markets and applications. We look forward to closing this transaction quickly and are committed to ensuring a smooth transition.”

Skyworks noted that the Registration Statement on Form S-4 that had been previously filed with the U.S. Securities and Exchange Commission (SEC) on June 17, 2011, and withdrawn on November 3, 2011 will not be resubmitted for filing.

Skyworks expects the transaction to be earnings accretive in FY12 post synergies and will provide more information during its first fiscal quarter 2012 earnings conference call to be held in January 2012.

In light of the revised merger agreement, AnalogicTech’s Annual Meeting of Stockholders, that was previously scheduled to be held on December 16, 2011, has been postponed until further such notice.

About Advanced Analogic Technologies, Inc.

Advanced Analogic Technologies Incorporated (AnalogicTech), or AnalogicTech, develops advanced semiconductor system solutions that play a key role in the continuing evolution of feature-rich, energy efficient electronic devices. The company focuses on addressing the application-specific power management needs of consumer devices such as mobile handsets, digital cameras, tablets, notebooks, TV and LCD displays as well as devices in a broad range of industrial, medical and telecom applications. AnalogicTech also licenses device, process, package, and application-related technologies. Headquartered in Silicon Valley, AnalogicTech has design centers in Santa Clara and Shanghai, and Asia-based operations and logistics. For more information, please visit www.AnalogicTech.com.

About Skyworks

Skyworks Solutions, Inc. is an innovator of high reliability analog and mixed signal semiconductors. Leveraging core technologies, Skyworks offers diverse standard and custom linear products supporting automotive, broadband, cellular infrastructure, energy management, industrial, medical, military and mobile handset applications. The Company’s portfolio includes amplifiers, attenuators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF subsystems, mixers/demodulators, optocouplers, optoisolators, phase shifters, PLLs/synthesizers/VCOs, power dividers/combiners, receivers, switches and technical ceramics.

Headquartered in Woburn, Mass., Skyworks is worldwide with engineering, manufacturing, sales and service facilities throughout Asia, Europe and North America. For more information, please visit Skyworks’ Web site at: www.skyworksinc.com.

Safe Harbor Statement

This news release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation information relating to future results and expectations of Skyworks and AnalogicTech (including without limitation certain projections and business trends). 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. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected, and may affect Skyworks’ and AnalogicTech’s respective future operating results, financial position and cash flows.

Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, AnalogicTech’s business may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers or other business partners; that the parties are unable to successfully implement integration strategies; and other risks that are described in Skyworks’ and AnalogicTech’s respective SEC reports, including but not limited to the risks described in Skyworks’ Annual Report on Form 10-K, as amended, for its fiscal year ended September 30, 2011 and AnalogicTech’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2010, as well as subsequent Quarterly Reports on Form 10-Q.

These forward-looking statements 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.

Additional Information about the Transaction and Where to Find It

Skyworks will file a Tender Offer Statement on Schedule TO and AATI will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (“SEC”) in connection with the amended merger agreement and tender offer. Security holders are advised to read the Tender

Offer Statement and the Solicitation/Recommendation Statement when they are available because they will contain important information. Investors can obtain the Tender Offer Statement when it is filed by Skyworks, the Solicitation/Recommendation Statement when it is filed by AATI, and other documents filed by Skyworks and/or AATI for free at the web site of the U.S. Securities and Exchange Commission at http://www.sec.gov. In addition, investors and security holders can obtain free copies of the documents filed by Skyworks with the SEC from Skyworks by contacting Skyworks’ Investor Relations at (949) 231-4700 or by accessing Skyworks’ investor relations website at http://www.skyworksinc.com, and free copies of the documents filed by AATI with the SEC from AATI by contacting AATI’s Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing Advanced Analogic Technologies’ investor relations website at http://www.analogictech.com.

Note to Editors: Skyworks and Skyworks Solutions are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the United States and in other countries. All other brands and names listed are trademarks of their respective companies.

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