Qualcomm Extends Cash Tender Offer for All Outstanding Shares of NXP

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Qualcomm Incorporated 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, as amended (the “Purchase Agreement”). The tender offer is now scheduled to expire at 5:00 p.m., New York City time, on June 22, 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 June 14, 2018, the last business day prior to the announcement of the extension of the offer, 16,319,317 NXP common shares (excluding 21,739 shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), representing approximately 4.7% of the outstanding NXP common shares, have been validly tendered pursuant to the tender offer and not properly withdrawn.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.

Company: Qualcomm


Qualcomm invents breakthrough technologies that transform how the world connects 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, the QCT semiconductor business

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