Amended Statement of Ownership: Solicitation (sc 14d9/a)
July 27 2017 - 8:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 14)
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. 14 to Schedule 14D-9 (this
Amendment No. 14
)
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 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. 14, 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. 14 have the meanings ascribed to them in the Schedule 14D-9.
Item 2.
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Identity and Background of Filing Person
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The disclosure in Item 2 of the Schedule
14D-9 under the heading
(b) Tender Offer
is hereby amended and supplemented by replacing 5:00 p.m., New York City time, on July 27, 2017 in provision (i) of the second paragraph of such section with
5:00 p.m., New York City time, on August 24, 2017.
The disclosure in Item 2 of the Schedule 14D-9 under the heading
(b) Tender Offer
is hereby further amended and supplemented by adding the following paragraphs after the last paragraph of such section:
The Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on July 27, 2017, is being extended in
accordance with the Purchase Agreement until 5:00 p.m., New York City time, on August 24, 2017, unless further extended or earlier terminated in accordance with the Purchase Agreement.
On July 27, 2017, Parent issued a press release announcing the extension of the Offer. The full text of the press release is filed as Exhibit
(a)(5)(U) to the Schedule 14D-9.
Item 8.
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Additional Information
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The disclosure in Item 8 of the Schedule 14D-9 under the
heading
(b) Regulatory and Other Approvals
is hereby amended and supplemented by adding the following sentence to the end of the tenth paragraph of such section:
On June 29, 2017, the Parties received notification from the Federal Economic Competition Commission of Mexico
(
FCC
) that the FCC had granted clearance of the transactions.
The disclosure in Item 8 of the Schedule
14D-9 under the heading
(b) Regulatory and Other Approvals
is hereby further amended and supplemented by adding the following sentence to the end of the twelfth paragraph of such section:
On June 28, 2017, the Federal Antimonopoly Service of the Russian Federation granted clearance of the transactions.
2
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)(5)(U)
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Press release issued by Parent, dated July 27, 2017 (incorporated by reference to Exhibit (a)(5)(P) to the Schedule TO).
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3
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: July 27, 2017
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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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