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

FEB 6, 2017 - Qualcomm Incorporated (NASDAQ: QCOM) today announced that Qualcomm River Holdings B.V. , an indirect wholly owned subsidiary of Qualcomm, has extended the offering period of its previously announced cash tender offer to purchase all of the outstanding common shares of NXP Semiconductors N.V. (NASDAQ: NXPI).  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 tender offer is now scheduled to expire at 5:00 p.m., New York City time, on March 7, 2017, unless extended or earlier terminated, in either case pursuant to the terms of the Purchase Agreement.

American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised Qualcomm River Holdings B.V. that as of 5:00 p.m., New York City time, on February 3, 2017, the last business day prior to the previously scheduled expiration date, 49,599,470 NXP common shares, representing approximately 14.8% of the outstanding NXP common shares, have been validly tendered pursuant to the tender offer and not properly withdrawn.  No NXP common shares have been tendered pursuant to guaranteed delivery procedures. Shareholders who have already tendered their common shares of NXP do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the tender offer.

On January 27, 2017, NXP held an extraordinary general meeting of shareholders (“EGM”) and obtained shareholder approval for all items proposed relating to the tender offer. 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.  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 additional 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 (the “Schedule TO”).  Such conditions include the receipt of regulatory approvals in certain jurisdictions and at least 80% of NXP’s outstanding shares being validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions). 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 by and between Qualcomm River Holdings B.V. and NXP and as described in the Schedule TO.  The transaction is expected to close by the end of calendar 2017.

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 Incorporated (NASDAQ: QCOM) is a world leader in 3G, 4G and next-generation wireless technologies. Qualcomm Incorporated includes Qualcomm’s licensing business, QTL, and the vast majority of its patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, substantially all of Qualcomm’s engineering, research and development functions, and substantially all of its products and services businesses, including its semiconductor business, QCT. For more than 30 years, Qualcomm ideas and inventions have driven the evolution of digital communications, linking people everywhere more closely to information, entertainment and each other. For more information, visit Qualcomm’s website.



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