Qualcomm Enters into Amended Definitive Agreement with NXP

Increases Price to $127.50 in Cash Per Share and Lowers Minimum Tender Threshold to 70% of Outstanding Shares

SAN DIEGO, Feb. 20, 2018 — (PRNewswire) —  Qualcomm Incorporated (NASDAQ: QCOM) ("Qualcomm") today announced that Qualcomm River Holdings B.V., an indirect wholly owned subsidiary of Qualcomm, has reached an agreement with NXP Semiconductors N.V. (NASDAQ: NXPI) 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.

A presentation regarding today's announcement can be found here.

About Qualcomm

Qualcomm invents breakthrough technologies that transform how the world connects and communicates. When we connected the phone to the Internet, the mobile revolution was born. Today, our inventions are the foundation for life-changing products, experiences, and industries. As we lead the world to 5G, we envision this next big change in cellular technology spurring a new era of intelligent, connected devices and enabling new opportunities in connected cars, remote delivery of health care services, and the IoT — including smart cities, smart homes, and wearables. Qualcomm Incorporated includes our licensing business, QTL, and the vast majority of our patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, all of our engineering, research and development functions, and all of our products and services businesses, including, the QCT semiconductor business. For more information, visit Qualcomm's websiteOnQ blogTwitter and  Facebook pages.

Additional Information and Where to Find It

This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common shares of NXP Semiconductors N.V. ("NXP") or any other securities. Qualcomm River Holdings B.V. ("Buyer"), an indirect, wholly owned subsidiary of Qualcomm Incorporated ("Qualcomm"), has filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal, and related documents with the United States Securities and Exchange Commission (the "SEC") and NXP has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. The offer to purchase common shares of NXP is only being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO, in each case as amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS OF NXP ARE URGED TO READ THESE DOCUMENTS, AS FILED AND AS MAY BE AMENDED FROM TIME TO TIME, CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, free copies of these documents may be obtained by contacting Innisfree M&A Incorporated, the information agent for the tender offer, toll free at (888) 750-5834 (for shareholders) or collect at (212) 750-5833 (for banks and brokers).

Additional Information

Qualcomm has filed a definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with its solicitation of proxies for its 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting").  QUALCOMM STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.  Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by Qualcomm with the SEC without charge from the SEC's website at www.sec.gov .

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