SAN DIEGO, Nov. 18, 2016 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) today announced that Qualcomm River Holdings B.V., an indirect wholly owned subsidiary of Qualcomm,
has commenced the previously announced tender offer for all of the outstanding common shares of NXP Semiconductors N.V. (NASDAQ:
NXPI) at a price of $110.00 per share, less any applicable withholding taxes and without interest,
to the holders thereof and payable in cash. 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.
A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal that set forth
the complete terms and conditions of the tender offer will be filed today with the U.S. Securities and Exchange Commission by
Qualcomm River Holdings B.V. Additionally, NXP will file with the SEC a solicitation/recommendation statement on Schedule 14D-9
today that includes the recommendation of NXP's board of directors that NXP shareholders tender their shares in the tender
offer.
The tender offer will expire at 5:00 p.m., New York City time,
on February 6, 2017, unless extended or earlier terminated, in each case pursuant to the terms of
the Purchase Agreement.
The tender offer is not subject to any financing condition. The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition and the receipt of regulatory approvals in various
jurisdictions.
Copies of the tender offer documents are available free of charge 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), and, when they become available, at the website maintained by the SEC at www.sec.gov. American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer.
About Qualcomm
Qualcomm Incorporated (NASDAQ: QCOM) is a world leader in 3G, 4G and next-generation wireless technologies. Qualcomm
Incorporated includes Qualcomm's licensing business, QTL, and the vast majority of its patent portfolio. Qualcomm Technologies,
Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, substantially all of Qualcomm's engineering,
research and development functions, and substantially all of its products and services businesses, including its semiconductor
business, QCT. For more than 30 years, Qualcomm ideas and inventions have driven the evolution of digital communications, linking
people everywhere more closely to information, entertainment and each other. For more information, visit Qualcomm's website, OnQ blog, Twitter and Facebook pages.
About NXP
NXP Semiconductors N.V. (NASDAQ:NXPI) enables secure connections and infrastructure for a smarter world, advancing
solutions that make lives easier, better and safer. As the world leader in secure connectivity solutions for embedded
applications, NXP is driving innovation in the secure connected vehicle, end-to-end security & privacy and smart connected
solutions markets. Built on more than 60 years of combined experience and expertise, the company has 44,000 employees in more
than 35 countries and posted revenue of $6.1 billion in 2015. Find out more at www.nxp.com.
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. On the commencement date of the tender offer, a
tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be
filed with the United States Securities and Exchange Commission (the "SEC") by Qualcomm River Holdings B.V. ("Buyer"), a
subsidiary of Qualcomm Incorporated ("Qualcomm"), and a solicitation/recommendation statement on Schedule 14D-9 will be filed
with the SEC by NXP. The offer to purchase common shares of NXP will only be made pursuant to the offer to purchase, the letter
of transmittal and related documents filed as a part of the Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS OF NXP ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL 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 (when
available) 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 (when they become available) 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.
Contacts
Investors:
John Sinnott, Investor Relations
1-858-658-4813
ir@qualcomm.com
Media:
Clare Conley, Media Relations
1-858-845-5959
corpcomm@qualcomm.com
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SOURCE Qualcomm Incorporated