Qualcomm Extends Cash Tender Offer for All Outstanding Shares of NXP
- HSR Waiting Period for Proposed Acquisition of NXP Expired on April 3, 2017 -
Apr 4, 2017SAN DIEGO
Qualcomm products mentioned within this press release are offered by Qualcomm Technologies, Inc. and/or its subsidiaries.
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 May 2, 2017, unless extended or earlier terminated, in either case pursuant to the terms of the Purchase Agreement.
In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), with respect to Qualcomm’s proposed acquisition of NXP expired effective April 3, 2017 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 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approvals in certain non-U.S. jurisdictions and at least 80% of NXP’s outstanding shares being validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions).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.
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