Qualcomm Incorporated has 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.. 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 February 23, 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 8th February, 2018, the last business day prior to the announcement of the extension of the offer, 5,290,312 NXP common shares (excluding 18,439 shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), representing approximately 1.5% of the outstanding NXP common shares, have been validly tendered pursuant to the tender offer and not properly withdrawn.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 18th November, 2016, as amended (the “Schedule TO”).
Such conditions include the receipt of regulatory approvals and at least 80% of NXP’s outstanding shares being validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions).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 in early 2018.
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.