SAN DIEGO, Jan. 18, 2018 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) today announced that the European
Commission and the Korea Fair Trade Commission (KFTC) authorized
the acquisition by Qualcomm River Holdings B.V., an indirect wholly
owned subsidiary of Qualcomm, of NXP Semiconductors N.V. (NASDAQ:
NXPI). The acquisition has now received 8 of the 9 approvals
around the world, with China
remaining.
Qualcomm cooperated with the Commission and the KFTC to obtain
authorization, and committed to exclude certain near-field
communication (NFC) patents from the proposed transaction and
ensure that NXP licenses those patents to third parties.
Qualcomm also committed not to assert the NFC patents it will
acquire from NXP and maintain interoperability between Qualcomm's
baseband chipsets and NXP's NFC chips and rivals baseband chipsets
and NFC chips. Qualcomm also will continue to offer a license
to MIFARE on terms commensurate with those offered by NXP today.
"We are pleased that both the European Commission and the Korean
Fair Trade Commission have granted authorization of the NXP
acquisition, and we are optimistic that China will expeditiously grant its clearance"
said Steve Mollenkopf, Chief
Executive Officer, Qualcomm Incorporated. "Acquiring NXP is
complementary to Qualcomm's global portfolio, providing tremendous
scale in automotive, IoT, security and networking and will greatly
accelerate our ability to execute and create value in new and
adjacent opportunities."
About Qualcomm
Qualcomm's technologies powered the smartphone revolution and
connected billions of people. We pioneered 3G and 4G – and now we
are leading the way to 5G and a new era of intelligent, connected
devices. Our products are revolutionizing industries, including
automotive, computing, IoT, healthcare and data center, and are
allowing millions of devices to connect with each other in ways
never before imagined. 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: 1-858-658-5431
Email: ir@qualcomm.com
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SOURCE Qualcomm Incorporated