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Qualcomm Enters into Amended Definitive Agreement with NXP

Qualcomm Incorporated announced that Qualcomm River Holdings B.V., an indirect wholly owned subsidiary of Qualcomm, has reached an agreement with NXP Semiconductors N.V. to increase to $127.50 per share its previously announced cash tender offer to purchase all outstanding shares of NXP.  The amended agreement, which was approved by the Qualcomm and NXP Boards of Directors, also lowers the minimum tender condition from 80% of NXP’s outstanding shares to 70%.

Qualcomm also announced that Qualcomm River Holdings B.V. has entered into binding agreements with nine NXP stockholders who collectively own more than 28% of NXP’s outstanding shares (excluding additional economic interests through derivatives) to tender their shares at $127.50 per share.  These stockholders include funds affiliated with Elliott Advisors (UK) Limited and Soroban Capital Partners LP.

The revised price reflects enhanced current value drivers for NXP, including:

  • NXP’s recent performance, including calendar 2017 results that exceeded Qualcomm’s transaction model on revenue, gross margin and EBIT.  NXP’s non-GAAP operating income (excluding Standard Products) increased 20% from calendar 2016 to 2017.
  • Strong market dynamics and positive outlook for key segments.  NXP’s Auto business has increased revenues by 11% year over year.  Qualcomm has also significantly improved its own capabilities in key industry segments such as Auto ($3 billion revenue pipeline), IoT ($1 billion in FY17 sales) and Networking, further enhancing the value proposition of the combined company to its customers and stockholders.
  • High confidence in annualized cost synergies of at least $500 million resulting from insights gathered during the integration planning process.

Steve Mollenkopf, Chief Executive Officer of Qualcomm Incorporated, said, “Qualcomm’s leading SoC capabilities and technology roadmap, coupled with NXP’s differentiated position in Automotive, Security, and IoT, offers a compelling value proposition.  We remain highly confident in our fiscal 2019 Non-GAAP EPS target of $6.75-$7.50, which includes $1.50 per share accretion from the acquisition of NXP.  With only one regulatory approval remaining, we are working hard to complete this transaction expeditiously.  Our integration planning is on track and we expect to realize the full benefits of this transaction for our customers, employees, and stockholders.”

Tom Horton, Presiding Director of the Qualcomm Board of Directors, said, “The acquisition of NXP will enable us to accelerate our growth strategy.  The Board unanimously believes this is an attractive acquisition at this price for Qualcomm stockholders based on NXP’s recent strong financial performance, the growth in key strategic areas such as Auto and IoT and our high confidence in management’s ability to execute upon the synergy opportunities.”

Dr. Paul E. Jacobs, Chairman of the Board of Qualcomm, said, “NXP is a highly strategic and attractive acquisition for Qualcomm that enhances the value of our leading 5G technologies.  We also believe the revised agreement provides certainty for both Qualcomm and NXP stockholders.”

Transaction Details

Under the terms of the revised agreement, the currently pending tender offer of Qualcomm River Holdings B.V. to acquire all of the issued and outstanding shares of NXP will be amended as described above and the expiration time for the offer will be extended to the end of day, one minute after 11:59 p.m. New York City time, on March 5, 2018.

Qualcomm intends to fund the additional consideration with cash on hand and new debt.  The amended tender offer is not subject to any financing condition.  The offer is conditioned on at least 70% of the outstanding ordinary shares of NXP being validly tendered and not withdrawn prior to the expiration of the offer (including any extensions).  The updated offer will be described in more detail in an amendment to the Schedule TO filed by Qualcomm River Holdings B.V. and an amendment to the solicitation/recommendation statement on Schedule 14D-9 to be filed by NXP.

Qualcomm’s acquisition of NXP has received antitrust clearance from eight of the nine required government regulatory bodies around the world.  The transaction remains contingent on clearance from the Ministry of Commerce (MOFCOM) in China.  Qualcomm is optimistic it will receive MOFCOM clearance in the near term.

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