SAN DIEGO, April 19, 2018 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) ("Qualcomm") today announced that
Qualcomm and NXP Semiconductors N.V. (NASDAQ: NXPI) ("NXP") at the
request of the Ministry of Commerce in China (MOFCOM) have withdrawn and refiled the
notice of acquisition regarding the companies' planned
combination.
In conjunction with the refiling, NXP and Qualcomm River
Holdings B.V., an indirect wholly owned subsidiary of Qualcomm,
have agreed, among other things, to extend the end date of their
purchase agreement from April 25,
2018 to July 25, 2018.
Qualcomm River Holdings B.V. also agreed that if the parties
have not received all required regulatory approvals, including from
MOFCOM, by 11:59 p.m. New York City time on July 25, 2018, it will pay the previously agreed
termination fee to NXP no later than 9:00
a.m. New York City time on
July 26, 2018.
In conjunction with the amendment to the purchase agreement, the
currently pending tender offer of Qualcomm River Holdings B.V. to
acquire all of the issued and outstanding shares of NXP is being
extended to expire at 5:00 p.m.,
New York City time, on
April 27, 2018, unless extended or
earlier terminated, in either case pursuant to the terms of the
purchase agreement.
In addition, Qualcomm today announced renewed clearance from the
Federal Trade Commission under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act of 1976. This renewed clearance is with
respect to the parties' refiled notifications for the proposed
acquisition, the waiting period for which expired effective
April 17, 2018 at 11:59 p.m., New York
City time. The expiration of the HSR waiting period
satisfies a condition to the closing of the tender offer.
Completion of the planned combination remains subject to
conditions described in the tender offer statement on Schedule TO
filed by Qualcomm River Holdings B.V. with the U.S. Securities and
Exchange Commission on November 18,
2016, as amended.
Innisfree M&A Incorporated is acting as information agent
for Qualcomm River Holdings B.V. in the tender offer. Requests for
documents and questions regarding the tender offer may be directed
to Innisfree M&A Incorporated by telephone, toll-free at (888)
750-5834 for shareholders, or collect at (212) 750-5833 for banks
and brokers.
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
website, OnQ blog, Twitter 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).
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995. Words such
as "anticipate", "believe", "estimate", "expect", "forecast",
"intend", "may", "plan", "project", "predict", "should" and "'will"
and similar expressions as they relate to Qualcomm, Buyer or NXP
are intended to identify such forward-looking statements. These
forward-looking statements involve risks and uncertainties
concerning the parties' ability to complete the tender offer and
close the proposed transaction, the expected closing date of the
transaction, the financing of the transaction, the anticipated
benefits and synergies of the transaction, anticipated future
combined businesses, operations, products and services, and
liquidity, debt repayment and capital return expectations. Actual
events or results may differ materially from those described in
this document due to a number of important factors. These factors
include, among others, the outcome of regulatory reviews of the
proposed transaction; the ability of the parties to complete the
transaction; the ability of Qualcomm to successfully integrate
NXP's businesses, operations (including manufacturing and supply
operations), sales and distribution channels, business and
financial systems and infrastructures, research and development,
technologies, products, services and employees; the ability of the
parties to retain their customers and suppliers; the ability of the
parties to minimize the diversion of their managements' attention
from ongoing business matters; Qualcomm's ability to manage the
increased scale, complexity and globalization of its business,
operations and employee base post-closing; and other risks detailed
in Qualcomm's and NXP's filings with the SEC, including those
discussed in Qualcomm's most recent Annual Report on Form 10-K and
in any subsequent periodic reports on Form 10-Q and Form 8-K and
NXP's most recent Annual Report on Form 20-F and in any subsequent
reports on Form 6-K, each of which is on file with the SEC and
available at the SEC's website at www.sec.gov. SEC filings for
Qualcomm are also available in the Investor Relations section of
Qualcomm's website at www.qualcomm.com, and SEC filings for NXP are
available in the Investor Relations section of NXP's website at
www.nxp.com. Qualcomm is not obligated to update these
forward-looking statements to reflect events or circumstances after
the date of this document. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates.
Qualcomm Contacts:
Pete Lancia, Corporate
Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
John Sinnott, Investor
Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
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SOURCE Qualcomm Incorporated