NXP Shareholders Approve All Items Proposed Relating To Qualcomm’s Tender Offer

NXP Semiconductors N.V. (NASDAQ:NXPI) announced that, during an extraordinary general meeting of shareholders (EGM) held today, NXP obtained shareholder approval for all items proposed relating to the previously disclosed tender offer by Qualcomm River Holdings B.V., an indirect wholly owned subsidiary of QUALCOMM Incorporated, to acquire all of the outstanding shares of NXP. These items are described in greater detail in the EGM agenda disclosed previously by NXP and available on NXP’s website (www.nxp.com/investor). All items proposed were adopted at the EGM with approximately 95 percent of the votes cast in favor of the proposals.

On November 18, 2016, Qualcomm River Holdings B.V. commenced a tender offer to acquire all outstanding shares of NXP at a purchase price of $110.00 per share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash. The tender offer is being made pursuant to the Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP (the Purchase Agreement).  The tender offer is scheduled to expire on February 6, 2017, unless extended pursuant to the terms of the Purchase Agreement.  Complete terms and conditions of the tender offer are described in the tender offer statement on Schedule TO, which includes the Offer to Purchase and related Letter of Transmittal, that was filed by Qualcomm River Holdings B.V. with the U.S. Securities and Exchange Commission on November 18, 2016, as amended (the Schedule TO).

The matters approved by NXP shareholders at the EGM include approval of certain transactions that are intended to be consummated after the completion of the tender offer. Obtaining NXP shareholders’ approval of certain of the items submitted to a vote at the EGM satisfies a condition to the closing of the tender offer.

Completion of the tender offer remains subject to certain other conditions, including that at least 80% of NXP’s outstanding shares be validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions) and the receipt of regulatory approvals in certain jurisdictions as described in the Schedule TO. The tender offer will continue to be extended until all conditions are satisfied or waived, or until the tender offer is terminated, in either case pursuant to the terms of the Purchase Agreement and as described in the Schedule TO.  The transaction is expected to close by the end of calendar 2017.