Amended Statement of Ownership: Solicitation (sc 14d9/a)
December 05 2016 - 8:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
NXP Semiconductors N.V.
(Name of Subject Company)
NXP
Semiconductors N.V.
(Name of Person Filing Statement)
Common Stock, Par Value EUR 0.20 Per Share
(Title of Class of Securities)
N6596X109
(CUSIP Number
of Class of Securities)
Dr. Jean A.W. Schreurs
SVP and Chief Corporate Counsel
60 High Tech Campus
5656
AG
Eindhoven, The Netherlands
+31-40-2728686
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)
With copies to:
Kenton
J. King
Allison R. Schneirov
Alexandra J. McCormack
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New
York, New York 10036
212-735-3000
☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 to Schedule 14D-9 (this
Amendment No. 2
) amends
and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission (the
SEC
) on November 18, 2016 (together with any subsequent amendments and supplements
thereto, the
Schedule 14D-9
), by NXP Semiconductors N.V., a public limited liability company (
naamloze vennootschap
) organized under the laws of The Netherlands (the
Company
or
NXP
).
The Schedule 14D-9 relates to the offer (the
Offer
) by Qualcomm River Holdings B.V. (
Buyer
), a private company with limited liability (
besloten vennootschap met beperkte aansprakelijkheid
) organized under
the laws of The Netherlands and an indirect, wholly owned subsidiary of QUALCOMM Incorporated, a Delaware corporation (
Parent
), to acquire all of the outstanding common shares, par value 0.20 per share, of the Company
(the
Shares
) at a purchase price of $110.00 per Share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash (such offer, on the terms and subject to the conditions set forth in the
offer to purchase, dated November 18, 2016, and in the related letter of transmittal, each as filed on Schedule TO, together with any amendments or supplements thereto, the
Offer
).
All information regarding the Offer as set forth in the Schedule 14D-9, including all exhibits and annexes that were previously filed with the
Schedule 14D-9, is hereby expressly incorporated by reference into this Amendment No. 2, except that such information is hereby amended and supplemented to the extent specifically provided for herein. Capitalized terms used but not defined in
this Amendment No. 2 have the meanings ascribed to them in the Schedule 14D-9.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibit:
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Exhibit No.
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Description
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(a)(1)(N)
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Email to NXP Employees from Rick Clemmer, dated December 2, 2016.
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(a)(1)(O)
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Additional Frequently Asked Questions for NXP Employees, dated December 2, 2016.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Date: December 5, 2016
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NXP SEMICONDUCTORS N.V.
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By:
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/s/ Dr. Jean A.W. Schreurs
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Dr. Jean A.W. Schreurs
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SVP and Chief Corporate Counsel
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