NXP receives FTC approval for its merger with Freescale

NXP Semiconductors N.V. (NASDAQ: NXPI) today announced it has received approval from the Federal Trade Commission (“FTC”) of the United States to complete its merger with Freescale Semiconductor, Ltd. This FTC approval comes next to recent final approvals from the European Commission (“EC”), the Korea Fair Trade Commission (“KFTC”) and the Japan Fair Trade Commission (“JFTC”). On November 24, 2015 NXP announced that the company has received clearance for the proposed sale of its RF Power business to Jianguang Asset Management Co. Ltd (“JAC Capital”) from the Committee on Foreign Investment in the United States (CFIUS).

The remaining regulatory approval process is in its final stage. The Company expects to close the merger transaction with Freescale on December 7, 2015.

About NXP Semiconductors

NXP Semiconductors N.V. (NASDAQ: NXPI) creates solutions that enable secure connections for a smarter world. Building on its expertise in high-performance mixed-signal electronics, NXP is driving innovation in the areas of connected cars, cyber security, portables & wearables, and the Internet of Things. NXP has operations in more than 25 countries, and posted revenue of $5.65 billion in 2014. Find out more at www.nxp.com

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between NXP and FSL are “forward-looking” statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to numerous factors, risks and uncertainties about NXP and FSL, may include projections of their respective future business, strategies, financial condition, results of operations and market data. These statements are only predictions based on current expectations and projections about future events. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected, including the risk factors set forth in the definitive joint proxy statement/prospectus, NXP’s most recent Form 20-F and FSL’s most recent reports on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:

• the failure to consummate or delay in consummating the proposed transaction;
• the timing to consummate the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;
• NXP’s and FSL’s ability to achieve the synergies and value creation contemplated by the proposed transaction;
• the ability of either NXP or FSL to effectively integrate their businesses; and
• the diversion of management time on transaction-related issues.

FSL’s and NXP’s forward-looking statements are based on assumptions that may not prove to be accurate. Neither FSL nor NXP can guarantee future results, level of activity, performance or achievements. Moreover, neither FSL nor NXP assumes responsibility for the accuracy and completeness of any of these forward-looking statements. FSL and NXP assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.