SAN DIEGO, July 20, 2018 /PRNewswire/ -- 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, as amended (the "Purchase Agreement"). The
tender offer is now scheduled to expire at 5:00 p.m., New York
City time, on July 25, 2018,
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 July 19, 2018, the last business day prior to the
announcement of the extension of the offer, 18,301,896 NXP common
shares (excluding 179,239 shares tendered pursuant to guaranteed
delivery procedures that have not yet been delivered in settlement
or satisfaction of such guarantee), representing approximately 5.3%
of the outstanding NXP common shares, have been validly tendered
pursuant to the tender offer and not properly withdrawn.
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.
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"). 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.
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 invents breakthrough technologies that transform how
the world connects, computes and communicates. When we connected
the phone to the Internet, the mobile revolution was born. Today,
our inventions are the foundation for life-changing products,
experiences, and industries. As we lead the world to 5G, we
envision this next big change in cellular technology spurring a new
era of intelligent, connected devices and enabling new
opportunities in connected cars, remote delivery of health care
services, and the IoT — including smart cities, smart homes, and
wearables. Qualcomm Incorporated includes our licensing business,
QTL, and the vast majority of our patent portfolio. Qualcomm
Technologies, Inc., a subsidiary of Qualcomm Incorporated,
operates, along with its subsidiaries, all of our engineering,
research and development functions, and all of our products and
services businesses, including, our QCT semiconductor business. For
more information, visit Qualcomm's website, OnQ blog, Twitter and
Facebook pages.
Additional Information and Where to Find It
This document is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any
common shares of NXP Semiconductors N.V. ("NXP") or any other
securities. Qualcomm River Holdings B.V. ("Buyer"), an indirect,
wholly owned subsidiary of Qualcomm Incorporated ("Qualcomm"), has
filed a tender offer statement on Schedule TO, including an offer
to purchase, a letter of transmittal, and related documents with
the United States Securities and Exchange Commission (the "SEC")
and NXP has filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC with respect to the tender offer. The
offer to purchase common shares of NXP is only being made pursuant
to the offer to purchase, the letter of transmittal and related
documents filed as a part of the Schedule TO, in each case as
amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS OF NXP ARE URGED TO READ THESE
DOCUMENTS, AS FILED AND AS MAY BE AMENDED FROM TIME TO TIME,
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH
HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. Investors and security holders may obtain a
free copy of these statements and other documents filed with the
SEC at the website maintained by the SEC at www.sec.gov. In
addition, free copies of these documents may be obtained by
contacting Innisfree M&A Incorporated, the information agent
for the tender offer, toll free at (888) 750-5834 (for
shareholders) or collect at (212) 750-5833 (for banks and
brokers).
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995. Words such
as "anticipate", "believe", "estimate", "expect", "forecast",
"intend", "may", "plan", "project", "predict", "should" and "'will"
and similar expressions as they relate to Qualcomm, Buyer or NXP
are intended to identify such forward-looking statements. These
forward-looking statements involve risks and uncertainties
concerning the parties' ability to complete the tender offer and
close the proposed transaction, the expected closing date of the
transaction, the financing of the transaction, the anticipated
benefits and synergies of the transaction, anticipated future
combined businesses, operations, products and services, and
liquidity, debt repayment and capital return expectations. Actual
events or results may differ materially from those described in
this document due to a number of important factors. These factors
include, among others, the outcome of regulatory reviews of the
proposed transaction; the ability of the parties to complete the
transaction; the ability of Qualcomm to successfully integrate
NXP's businesses, operations (including manufacturing and supply
operations), sales and distribution channels, business and
financial systems and infrastructures, research and development,
technologies, products, services and employees; the ability of the
parties to retain their customers and suppliers; the ability of the
parties to minimize the diversion of their managements' attention
from ongoing business matters; Qualcomm's ability to manage the
increased scale, complexity and globalization of its business,
operations and employee base post-closing; and other risks detailed
in Qualcomm's and NXP's filings with the SEC, including those
discussed in Qualcomm's most recent Annual Report on Form 10-K and
in any subsequent periodic reports on Form 10-Q and Form 8-K and
NXP's most recent Annual Report on Form 20-F and in any subsequent
reports on Form 6-K, each of which is on file with the SEC and
available at the SEC's website at www.sec.gov. SEC filings for
Qualcomm are also available in the Investor Relations section of
Qualcomm's website at www.qualcomm.com, and SEC filings for NXP are
available in the Investor Relations section of NXP's website at
www.nxp.com. Qualcomm is not obligated to update these
forward-looking statements to reflect events or circumstances after
the date of this document. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates.
Qualcomm Contacts:
Pete Lancia, Corporate
Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
John Sinnott, Investor
Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
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SOURCE Qualcomm Incorporated