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. The tender offer is now scheduled to expire at 5:00 p.m., New York City time, on June 28, 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 May 30, 2017, the last business day prior to the announcement of the extension of the offer, 47,682,083 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 14.1% of the outstanding NXP common shares, have been validly tendered pursuant to the tender offer and not properly withdrawn.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.
In addition, Qualcomm announced that the required merger control filings relating to the transaction were filed in South Korea, Mexico, Taiwan and Japan on May 2, 2017, May 9, 2017, May 10, 2017, and May 31, 2017, respectively.
The filings are subject to review by the applicable agencies as further 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”).
Completion of the tender offer remains subject to additional conditions described in 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approvals in certain non-U.S. jurisdictions and at least 80% of NXP’s outstanding shares being validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions).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.