UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
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.
(Names of Persons Filing Statement)
Common shares, 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 numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Kenton J. King
Allison R. Schneirov
Four Times Square
New York, New York 10036
212-735-3000
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing consists of excerpts from NXP Semiconductors N.V.’s (the “Company”) earnings call related to the proposed acquisition of the Company by QUALCOMM Incorporated (“Parent”) and Qualcomm River Holdings B.V. (“Buyer”), a private company with limited liability organized under the laws of The Netherlands and an indirect and wholly owned subsidiary of Parent, pursuant to the terms of the Purchase Agreement, dated October 27, 2016 entered into by and between the Company and Buyer:
List of Exhibits:
| Exhibit 1 | Excerpts from the transcript of the question and answers session from NXP Semiconductor N.V.’s earnings call on October 27, 2016 for the period ended October 2, 2016 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS COMMUNICATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE TENDER OFFER AND RELATED TRANSACTIONS, INCLUDING THE TIMING OF THE COMPLETION OF THE TRANSACTION AND THE EXPECTED BENEFITS OF THE PROPOSED TRANSACTION. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE FACT THAT THEY DO NOT RELATE ONLY TO HISTORICAL OR CURRENT FACTS. FORWARD-LOOKING STATEMENTS OFTEN USE WORDS SUCH AS “ANTICIPATE”, “TARGET”, “EXPECT”, “ESTIMATE”, “INTEND”, “PLAN”, “GOAL”, “BELIEVE”, “HOPE”, “AIM”, “CONTINUE”, “WILL”, “MAY”, “WOULD”, “COULD” OR “SHOULD” OR OTHER WORDS OF SIMILAR MEANING OR THE NEGATIVE THEREOF. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL PLANS AND RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE EFFECT OF THE ANNOUNCEMENT OF THE TENDER OFFER AND RELATED TRANSACTIONS ON THE COMPANY’S BUSINESS RELATIONSHIPS (INCLUDING, WITHOUT LIMITATION, PARTNERS AND CUSTOMERS), OPERATING RESULTS AND BUSINESS GENERALLY; THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE PURCHASE AGREEMENT, AND THE RISK THAT THE PURCHASE AGREEMENT MAY BE TERMINATED IN CIRCUMSTANCES THAT REQUIRE THE COMPANY TO PAY TERMINATION COMPENSATION; THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST THE COMPANY RELATED TO THE PURCHASE AGREEMENT; UNCERTAINTIES AS TO THE NUMBER OF SHAREHOLDERS OF THE COMPANY WHO MAY TENDER THEIR SHARES IN THE TENDER OFFER; THE FAILURE TO SATISFY OTHER CONDITIONS TO COMPLETION OF THE TRANSACTION, INCLUDING THE RECEIPT OF ALL REGULATORY APPROVALS RELATED TO THE TRANSACTION (AND ANY CONDITIONS, LIMITATIONS OR RESTRICTIONS PLACED ON THESE APPROVALS); RISKS THAT THE TENDER OFFER AND RELATED TRANSACTIONS DISRUPT CURRENT PLANS AND OPERATIONS AND THE POTENTIAL DIFFICULTIES IN EMPLOYEE RETENTION AS A RESULT OF THE PROPOSED TRANSACTIONS; THE EFFECTS OF LOCAL AND NATIONAL ECONOMIC, CREDIT AND CAPITAL MARKET CONDITIONS ON THE ECONOMY IN GENERAL, AND OTHER RISKS AND UNCERTAINTIES; AND THOSE RISKS AND UNCERTAINTIES DISCUSSED FROM TIME TO TIME IN OUR OTHER REPORTS AND OTHER PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).
THESE FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ASSESSMENTS MADE BY THE COMPANY IN LIGHT OF ITS EXPERIENCE AND PERCEPTION OF HISTORICAL TRENDS, CURRENT CONDITIONS, BUSINESS STRATEGIES, OPERATING ENVIRONMENT, FUTURE DEVELOPMENTS AND OTHER FACTORS IT BELIEVES APPROPRIATE. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE. THE FACTORS DESCRIBED IN THE CONTEXT OF SUCH FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT COULD CAUSE THE COMPANY’S PLANS, ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS, INDUSTRY RESULTS AND DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH IT IS BELIEVED THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, NO ASSURANCE CAN BE GIVEN THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT AND PERSONS READING THIS ANNOUNCEMENT ARE THEREFORE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT (WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE), EXCEPT AS REQUIRED BY APPLICABLE LAW.
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER FACTORS THAT MAY IMPACT OUR EXPECTATIONS AND PROJECTIONS CAN BE FOUND IN THE COMPANY’S ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 AND IN ITS REPORTS ON FORM 6-K. OUR SEC FILINGS ARE AVAILABLE PUBLICLY ON THE SEC’S WEBSITE AT WWW.SEC.GOV, ON OUR WEBSITE AT WWW.NXP.COM/INVESTOR.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| INVESTORS |
MEDIA | |
| JEFF PALMER |
JOON KNAPEN | |
| JEFF.PALMER@NXP.COM |
JOON.KNAPEN@NXP.COM | |
| +1 408 518 5411 |
+49 151 257 43 299 |
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
THE TENDER OFFER FOR THE OUTSTANDING COMMON SHARES OF THE COMPANY HAS NOT YET COMMENCED. THIS COMMUNICATION IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY COMMON SHARES OF THE COMPANY WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT PARENT AND BUYER INTEND TO FILE WITH THE SEC. IF THE TENDER OFFER IS COMMENCED, PARENT AND BUYER WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC, AND THEREAFTER THE COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WHEN THEY BECOME AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THESE MATERIALS (WHEN AVAILABLE) WILL BE SENT FREE OF CHARGE TO COMPANY SHAREHOLDERS AND MAY ALSO BE OBTAINED FROM THE COMPANY WEBSITE, HTTP://WWW.NXP.COM/INVESTOR. IN ADDITION, ALL OF THESE MATERIALS (AND ALL OTHER DOCUMENTS FILED WITH THE SEC) WILL BE AVAILABLE AT NO CHARGE FROM THE SEC THROUGH ITS WEBSITE AT WWW.SEC.GOV.
Exhibit 1
On October 27, 2016, members of the management team of NXP Semiconductors N.V. (“NXP”), including Jeff Palmer, VP of IR, Rick Clemmer, President and CEO, Dan Durn, CFO, and Peter Kelly, EVP of Strategy and M&A Integration, participated in NXP’s Integration, participated in NXP’s third quarter earnings conference call. Some of their remarks included a discussion of the proposed acquisition of NXP by QUALCOMM Incorporated and Qualcomm River Holdings B.V. Below are excepts from the transcript of the conference call relating to the proposed transaction.
CORPORATE PARTICIPANTS
Jeff Palmer NXP Semiconductors N.V. - VP of IR
Rick Clemmer NXP Semiconductors N.V. - President and CEO
Dan Durn NXP Semiconductors N.V. - CFO
Peter Kelly NXP Semiconductors N.V. - EVP of Strategy and M&A Integration
CONFERENCE CALL PARTICIPANTS
John Pitzer Credit Suisse - Analyst
Ross Seymore Deutsche Bank - Analyst
William Stein SunTrust Robinson Humphrey - Analyst
Stacy Rasgon Sanford C. Bernstein & Co. - Analyst
Tore Svanberg Stifel Nicolaus - Analyst
John Pitzer - Credit Suisse - Analyst
That’s helpful. And then Dan, just want to make sure understand some of the margin targets you talked about exiting 2017. First, does that include or exclude the standard products divestiture? I apologize if I missed that. And just given the announcement this morning, would there be opportunity to try to accelerate some of the organic synergy gains at NXP ahead of the merger, or how should we think about that?
Dan Durn - NXP Semiconductors N.V. - CFO
John, a couple of things. First, the guidance we gave is just providing clarity post the divestiture, how the Company will profile. It is very consistent with what was said at the analyst day, very consistent with what was said at the time we announced the divestiture of standard products. Exiting the year on the run rate basis, we’ll be close to the low-end of our margin guidelines. It will not be a full-year 2017 number.
In terms of pre-close synergy capture opportunities, we have to be absolutely clear on this. While we can plan for integration as a Company and strong execution post close is a function of really sound granular detailed bottoms-up planning, it is just that, planning. So there will be no change to the decisions we or Qualcomm make as independent companies in the deal pendency period, and we will continue to execute against the plan we just communicated. Post close of the Qualcomm transaction, that is when you will start to see decision making’s reflecting the combination of the two entities, and the economic impact associated with it.
Ross Seymore - Deutsche Bank - Analyst
The first question is on the deal with Qualcomm. How, in your perspective, either Dan or Rick, do you reconcile the earnings power that the Company described at the analyst meeting earlier this year, with the price that Qualcomm is paying and you are accepting that price. Any framework on how you view valuation would be helpful.
Rick Clemmer - NXP Semiconductors N.V. - President and CEO
I think Ross it is important to realize that pre-rumor price, this represents a 34% premium. So for a transaction of this size, it’s a pretty sizable premium. That being said, as we looked at the opportunity that we have on connected devices, we’ve been talking about this, ultimately we needed to have a better connectivity portfolio, to be able to drive the leadership that we wanted to be able to achieve.
Specifically in autonomous driving. It has become more obvious to Kurt and I over the last few quarters, that we needed increased computing horsepower to be able to do machine learning, and really be able to take advantage of the complete AI solution as opposed to the areas where we had clearly identified leadership and can drive. We think that is very complementary.
Although we have a good connectivity platform for our current portfolio, as we looked out at over the next few years, we clearly had to expand our connectivity capability, to be in the leadership position we wanted to on the Internet of Things, and as we focus on secure connections for the smarter world. The combination of this brings it together very nicely.
Our Board went through this and approved this, based on their view associated with the price. I think the other thing that we shouldn’t lose sight of, is there is a lot of overlap between the shareholders of both companies, and there is clearly an opportunity for both shareholders that view the value creation opportunity as significantly as we do, for them to participate in that by actually buying Qualcomm shares.
Stacy Rasgon - Sanford C. Bernstein & Co. - Analyst
I wanted to go back to the deal itself. I understand, I think, the need to achieve a better connectivity portfolio to achieve your goals, but if that is the case, why is selling for $110 to somebody else absolutely the best way to get to that connectivity? If I just look at the stocks right now, in the pre-market Qualcomm’s up something like 4% or more. You are up barely 2%, which suggests that right now shareholders of Qualcomm are happier with the deal then shareholders of NXP. Why is this the best way to get what you need, in order to achieve your growth goals?
Rick Clemmer - NXP Semiconductors N.V. - President and CEO
Stacy, I think, it’s obviously any value is what you negotiate between two parties. We can’t lose side of the fact that it was a 34% premium to the pre-disclosure, pre-rumor periods. When you think about a transaction of this magnitude, a 34% premium is, at least as we have been advised, pushing the limit associated with it.
I think as we think about the future, the value of bringing the two companies together and bringing the most compelling platform in the industry going forward, is just too significant of an opportunity to forego. We think who have gone through this with our board, and our board feels like this is a fair price, and a price that is reasonable for our shareholders.
Our shareholders frankly have the ability, that if they see the opportunity as you do, or it sounds like you do, and we do, they can participate by buying Qualcomm shares associated with it. So we think it does represent a fair value. Clearly, being at the 34% premium to the pre-rumor price is a significant factor associated with it. Stacy, Peter Kelly’s joined us too here.
Peter Kelly - NXP Semiconductors N.V. - EVP of Strategy and M&A Integration
Stacy, I just want to say one thing. Overall I do think this is a terrific deal. You are right in pointing out that Qualcomm shareholders are very pleased. As Rick said, the improvement in our stock price versus the unaffected price has been very substantial part. I am not a corporate finance expert, but I think our stock will trade more on account of discounts to close than anything else in the coming months. But I do think this is a terrific deal.
Stacy Rasgon - Sanford C. Bernstein & Co. - Analyst
I guess to follow up on that, though, why wouldn’t you be willing to put in the work over the next year to achieve a higher stock price on your own? And this thing isn’t going to close for over a year anyways. What makes you think you couldn’t get a stock price above $110 on your own by the end of 2017? Simply given the margin target you talked about and the growth goals that you talked but at the analyst day, something that would be or should be achievable, with more upside beyond that. So why wouldn’t you try to get it now rather than selling out at $110 today?
Rick Clemmer - NXP Semiconductors N.V. - President and CEO
Stacy, I think the key is, we’re comfortable with the performance we have laid out. We’re very comfortable with the portfolio we half. The opportunity to have a more complete, ubiquitous platform, to be able to address the market opportunities we see, we just thought was too significant opportunity to forgo.
We think it is extremely compelling. We think that our shareholders have the ability to achieve a reasonable value out of this transaction, and again, if they believe as strongly as we do in the opportunities, they can participate in it through Qualcomm shares. And there is a significant cross-holding between the two companies in any case, Stacy.
This has nothing to do with us not believing in what we have laid out. We still feel very comfortable associated with that. If you look at where we have traded over the last couple of years, we typically have traded at a discount to our peers, associated with the industry. So for us to be able to achieve this with a very significant premium for a very large deal is something that we feel like is really a good result, and one that we are very pleased with.
Peter Kelly - NXP Semiconductors N.V. - EVP of Strategy and M&A Integration
As Rick said, this is about creating a powerhouse. This is a fantastic opportunity to create a powerhouse company.
DISCLAIMER
Thomson Reuters reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes.
In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies’ most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.
THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY’S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY’S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.
©2016, Thomson Reuters. All Rights Reserved.
| THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.
|
|
7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS COMMUNICATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE TENDER OFFER AND RELATED TRANSACTIONS, INCLUDING THE TIMING OF THE COMPLETION OF THE TRANSACTION AND THE EXPECTED BENEFITS OF THE PROPOSED TRANSACTION. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE FACT THAT THEY DO NOT RELATE ONLY TO HISTORICAL OR CURRENT FACTS. FORWARD-LOOKING STATEMENTS OFTEN USE WORDS SUCH AS “ANTICIPATE”, “TARGET”, “EXPECT”, “ESTIMATE”, “INTEND”, “PLAN”, “GOAL”, “BELIEVE”, “HOPE”, “AIM”, “CONTINUE”, “WILL”, “MAY”, “WOULD”, “COULD” OR “SHOULD” OR OTHER WORDS OF SIMILAR MEANING OR THE NEGATIVE THEREOF. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL PLANS AND RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE EFFECT OF THE ANNOUNCEMENT OF THE TENDER OFFER AND RELATED TRANSACTIONS ON THE COMPANY’S BUSINESS RELATIONSHIPS (INCLUDING, WITHOUT LIMITATION, PARTNERS AND CUSTOMERS), OPERATING RESULTS AND BUSINESS GENERALLY; THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE PURCHASE AGREEMENT, AND THE RISK THAT THE PURCHASE AGREEMENT MAY BE TERMINATED IN CIRCUMSTANCES THAT REQUIRE THE COMPANY TO PAY TERMINATION COMPENSATION; THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST THE COMPANY RELATED TO THE PURCHASE AGREEMENT; UNCERTAINTIES AS TO THE NUMBER OF SHAREHOLDERS OF THE COMPANY WHO MAY TENDER THEIR SHARES IN THE TENDER OFFER; THE FAILURE TO SATISFY OTHER CONDITIONS TO COMPLETION OF THE TRANSACTION, INCLUDING THE RECEIPT OF ALL REGULATORY APPROVALS RELATED TO THE TRANSACTION (AND ANY CONDITIONS, LIMITATIONS OR RESTRICTIONS PLACED ON THESE APPROVALS); RISKS THAT THE TENDER OFFER AND RELATED TRANSACTIONS DISRUPT CURRENT PLANS AND OPERATIONS AND THE POTENTIAL DIFFICULTIES IN EMPLOYEE RETENTION AS A RESULT OF THE PROPOSED TRANSACTIONS; THE EFFECTS OF LOCAL AND NATIONAL ECONOMIC, CREDIT AND CAPITAL MARKET CONDITIONS ON THE ECONOMY IN GENERAL, AND OTHER RISKS AND UNCERTAINTIES; AND THOSE RISKS AND UNCERTAINTIES DISCUSSED FROM TIME TO TIME IN OUR OTHER REPORTS AND OTHER PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).
THESE FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ASSESSMENTS MADE BY THE COMPANY IN LIGHT OF ITS EXPERIENCE AND PERCEPTION OF HISTORICAL TRENDS, CURRENT CONDITIONS, BUSINESS STRATEGIES, OPERATING ENVIRONMENT, FUTURE DEVELOPMENTS AND OTHER FACTORS IT BELIEVES APPROPRIATE. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE. THE FACTORS DESCRIBED IN THE CONTEXT OF SUCH FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT COULD CAUSE THE COMPANY’S PLANS, ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS, INDUSTRY RESULTS AND DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH IT IS BELIEVED THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, NO ASSURANCE CAN BE GIVEN THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT AND PERSONS READING THIS ANNOUNCEMENT ARE THEREFORE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT (WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE), EXCEPT AS REQUIRED BY APPLICABLE LAW.
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER FACTORS THAT MAY IMPACT OUR EXPECTATIONS AND PROJECTIONS CAN BE FOUND IN THE COMPANY’S ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 AND IN ITS REPORTS ON FORM 6-K. OUR SEC FILINGS ARE AVAILABLE PUBLICLY ON THE SEC’S WEBSITE AT WWW.SEC.GOV, ON OUR WEBSITE AT WWW.NXP.COM/INVESTOR.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| INVESTORS | MEDIA | |
| JEFF PALMER | JOON KNAPEN | |
| JEFF.PALMER@NXP.COM | JOON.KNAPEN@NXP.COM | |
| +1 408 518 5411 | +49 151 257 43 299 |
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
THE TENDER OFFER FOR THE OUTSTANDING COMMON SHARES OF THE COMPANY HAS NOT YET COMMENCED. THIS COMMUNICATION IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY COMMON SHARES OF THE COMPANY WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT PARENT AND BUYER INTEND TO FILE WITH THE SEC. IF THE TENDER OFFER IS COMMENCED, PARENT AND BUYER WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC, AND THEREAFTER THE COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WHEN THEY BECOME AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THESE MATERIALS (WHEN AVAILABLE) WILL BE SENT FREE OF CHARGE TO COMPANY SHAREHOLDERS AND MAY ALSO BE OBTAINED FROM THE COMPANY WEBSITE, HTTP://WWW.NXP.COM/INVESTOR. IN ADDITION, ALL OF THESE MATERIALS (AND ALL OTHER DOCUMENTS FILED WITH THE SEC) WILL BE AVAILABLE AT NO CHARGE FROM THE SEC THROUGH ITS WEBSITE AT WWW.SEC.GOV.