UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 14)
NXP
Semiconductors N.V.
(Name of Subject Company (Issuer))
Qualcomm River Holdings B.V.
(Offeror)
an indirect,
wholly-owned subsidiary of
QUALCOMM Incorporated
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common shares, par value 0.20 per share
(Title of Class of Securities)
N6596X109
(CUSIP Number
of Class of Securities)
Donald J. Rosenberg
Executive Vice President, General Counsel and Corporate Secretary
QUALCOMM Incorporated
5775 Morehouse Drive
San
Diego, California 92121
Telephone: (858) 587-1121
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
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Scott A. Barshay
Steven J. Williams
Paul,
Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
+1 212
373 3000
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Christiaan de Brauw
Allen & Overy LLP
Apollolaan 15
PO Box
75440
Amsterdam 1070 AK
Netherlands
+31 20 674
1000
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$38,449,657,591.00
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$4,456,315.31
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*
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Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is determined by adding the sum of (i) 335,177,459 common shares, par value 0.20 per share (not
including treasury shares), of NXP Semiconductors N.V. multiplied by the offer consideration of $110.00 per share, (ii) the net offer consideration for 9,862,580 shares issuable pursuant to outstanding options with an exercise price less than
$110.00 per share (which is calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $110.00 minus the weighted average exercise price for such options of $37.05 per share), (iii) 7,090,302 shares
subject to issuance pursuant to restricted stock units multiplied by the offer consideration of $110.00 per share and (iv) 733,897 shares subject to issuance pursuant to outstanding performance-based restricted stock units multiplied by the
offer consideration of $110.00 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of November 15, 2016, the most recent practicable date.
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**
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the
transaction value by 0.0001159.
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☒
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Amount Previously Paid: $4,456,315.31
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Filing Party: Qualcomm River Holdings B.V. and QUALCOMM Incorporated
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Form or Registration No.: Schedule TO
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Date Filed: November 18, 2016
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule 14d-1.
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☐
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final
amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 14 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO initially filed with the Securities and Exchange Commission on November 18, 2016 (together with any amendments and supplements thereto, the Schedule TO) in relation to the tender offer by Qualcomm River Holdings B.V., a
private company with limited liability (
besloten vennootschap met beperkte aansprakelijkheid
) organized under the laws of The Netherlands (Purchaser) and an indirect, wholly owned subsidiary of QUALCOMM Incorporated, a Delaware
corporation (Qualcomm or Parent), for all outstanding common shares, par value 0.20 per share (the Shares), of NXP Semiconductors N.V., a public limited liability company (
naamloze vennootschap
)
organized under the laws of The Netherlands (NXP) at a price of $110.00 per share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash, upon the terms and conditions set forth in the offer
to purchase dated November 18, 2016 (the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the Letter of Transmittal), a copy of which is
attached as Exhibit (a)(1)(B) to the Schedule TO.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO and the
related Letter of Transmittal remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Amendment to the Schedule TO
Items 1, 4 and
11.
Summary Term Sheet; Terms of the Transaction; and Additional Information
.
Items 1, 4 and 11 of the Schedule TO are hereby
amended and supplemented by adding the following text thereto:
On September 22, 2017, Parent announced an extension of the expiration of the
Offer to 5:00 p.m., New York City time, on October 20, 2017, unless the Offer is further extended or earlier terminated in accordance with the Purchase Agreement. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on
September 22, 2017.
The Depositary has advised Parent and Purchaser that, as of 5:00 p.m., New York City time, on September 21, 2017,
10,949,150 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 3.2% of the outstanding Shares, have been
validly tendered pursuant to the Offer and not properly withdrawn.
The full text of the press release issued by Parent announcing the extension of the
Offer is attached hereto as Exhibit (a)(5)(R) and is incorporated by reference herein.
Items 1, 3, 5, 6, 7, 9 and 11.
Summary Term Sheet; Procedures for Accepting the Offer and Tendering Shares; and Letter of Transmittal
The SEC has adopted an amendment to the
Settlement cycle Rule (Rule 15c6-1(a)) under the Exchange Act to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two business days after the trade date
(T+2), with a compliance date of September 5, 2017. Parent is amending the Schedule TO to reflect the amended Settlement cycle Rule. Items 1, 3, 5, 6, 7, 9 and 11 of the Schedule TO are hereby amended in the following manner:
All references to three NASDAQ Global Select Market trading days or three NASDAQ trading days are hereby amended and replaced with
two NASDAQ Global Select Market trading days or two NASDAQ trading days respectively.
Item 12.
Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit
No.
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Description
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(a)(5)(R)
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Text of Press Release issued by QUALCOMM Incorporated, dated September 22, 2017, announcing extension of Tender Offer.
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Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO
The information set forth in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and Items 1 through 9 and
Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase or the Letter of Transmittal, is hereby amended and supplemented as follows:
All references to 5:00 p.m., New York City time, on September 22, 2017 in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal
(Exhibit (a)(1)(B)), Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) are hereby amended and replaced with 5:00 p.m., New York City time, on October 20, 2017.
All references to three NASDAQ trading days in the Offer to Purchase (Exhibit (a)(1)(A)) are hereby amended and replaced with two NASDAQ
trading days.
All references to three NASDAQ Global Select Market trading days in the Letter of Transmittal (Exhibit (a)(1)(B)) and
Notice of Guaranteed Delivery (Exhibit (a)(1)(C)) are hereby amended and replaced with two NASDAQ Global Select Market trading days.
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 22, 2017
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Qualcomm River Holdings B.V.
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By:
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/s/ Adam Schwenker
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Name: Adam Schwenker
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Title: Managing Director B
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QUALCOMM Incorporated
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By:
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/s/ Adam Schwenker
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Name: Adam Schwenker
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Title: Authorized Signatory
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EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated November 18, 2016.*
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(a)(1)(B)
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Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Text of Summary Advertisement as published in
The Wall Street Journal
on November 18, 2016.*
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(A)
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Joint Press Release issued by QUALCOMM Incorporated and NXP Semiconductors N.V., dated October 27, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by QUALCOMM Incorporated with the United
States Securities and Exchange Commission on October 27, 2016).
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(a)(5)(B)
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Investor Presentation, dated October 27, 2016 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on October 27,
2016).
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(a)(5)(C)
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Text of Press Release issued by QUALCOMM Incorporated, dated November 18, 2016, announcing launch of Tender Offer.*
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(a)(5)(D)
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Transcript of Video Message from Steve Mollenkopf, Chief Executive Officer of QUALCOMM Incorporated, first made available to employees of NXP Semiconductors N.V. on October 27, 2016 (incorporated by reference to Exhibit 99.1 to the
Schedule TO-C filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on October 27, 2016).
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(a)(5)(E)
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Transcript of Investor Conference Call held by QUALCOMM Incorporated and NXP Semiconductors N.V. on October 27, 2016 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by QUALCOMM Incorporated with the United
States Securities and Exchange Commission on October 27, 2016).
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(a)(5)(F)
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Transcript of Remarks of George S. Davis, Executive Vice President and Chief Financial Officer, QUALCOMM Incorporated, at Nasdaq Investor Program held on November 29, 2016.*
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(a)(5)(G)
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Letter to QUALCOMM Incorporated Employees from Steve Mollenkopf, Chief Executive Officer, QUALCOMM Incorporated, dated December 2, 2016.*
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(a)(5)(H)
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Text of Press Release issued by QUALCOMM Incorporated, dated February 6, 2017, announcing extension of Tender Offer.*
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(a)(5)(I)
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Text of Press Release issued by QUALCOMM Incorporated, dated March 7, 2017, announcing extension of Tender Offer.*
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(a)(5)(J)
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Text of Press Release issued by QUALCOMM Incorporated, dated April 4, 2017, announcing extension of Tender Offer.*
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(a)(5)(K)
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Excerpts from Edited Transcript of Q2 2017 Earnings Conference Call of QUALCOMM Incorporated, dated April 19, 2017.*
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(a)(5)(L)
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Text of Press Release issued by QUALCOMM Incorporated, dated May 2, 2017, announcing extension of Tender Offer.*
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(a)(5)(M)
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Text of Press Release issued by QUALCOMM Incorporated, dated May 31, 2017, announcing extension of Tender Offer.*
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Exhibit
No.
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Description
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(a)(5)(N)
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Text of Press Release issued by QUALCOMM Incorporated, dated June 15, 2017, announcing receipt of antitrust clearance by the Taiwan Fair Trade Commission.*
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(a)(5)(O)
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Text of Press Release issued by QUALCOMM Incorporated, dated June 28, 2017, announcing extension of Tender Offer.*
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(a)(5)(P)
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Text of Press Release issued by QUALCOMM Incorporated, dated July 27, 2017, announcing extension of Tender Offer.*
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(a)(5)(Q)
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Text of Press Release issued by QUALCOMM Incorporated, dated August 24, 2017, announcing extension of Tender Offer.*
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(a)(5)(R)
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Text of Press Release issued by QUALCOMM Incorporated, dated September 22, 2017, announcing extension of Tender Offer.
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(b)(1)
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364-Day Bridge Loan Facility Commitment Letter, dated October 27, 2016, by and among QUALCOMM Incorporated, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A.*
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(b)(2)
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Bridge Joinder Letter, dated November 8, 2016, by and among QUALCOMM Incorporated, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A. and the additional lenders party thereto.*
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(b)(3)
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Credit Agreement, dated November 8, 2016, by and among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on November 9, 2016).
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(b)(4)
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Amended and Restated Credit Agreement, dated November 8, 2016, by and among QUALCOMM Incorporated, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on November 9, 2016).
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(b)(5)
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Letter of Credit and Reimbursement Agreement between Qualcomm River Holdings B.V. and Mizuho Bank, Ltd., dated as of November 22, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by QUALCOMM
Incorporated with the United States Securities and Exchange Commission on November 29, 2016).
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(b)(6)
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First Amendment to Letter of Credit and Reimbursement Agreement between Qualcomm River Holdings B.V. and Mizuho Bank, Ltd., dated as of November 23, 2016 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K
filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on November 29, 2016).
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(b)(7)
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Continuing Agreement for Standby Letters of Credit between Qualcomm River Holdings B.V. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of November 22, 2016 (incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on November 29, 2016).
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(b)(8)
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Reimbursement and Security Agreement between Qualcomm River Holdings B.V. and Sumitomo Mitsui Banking Corporation, dated as of November 22, 2016 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by
QUALCOMM Incorporated with the United States Securities and Exchange Commission on November 29, 2016).
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(b)(9)
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Letter of Credit Application by QUALCOMM Incorporated to Bank of America, N.A., dated as of November 23, 2016 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by QUALCOMM Incorporated with the
United States Securities and Exchange Commission on November 29, 2016).
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(c)
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Not applicable.
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(d)(1)
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Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP Semiconductors N.V. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by QUALCOMM Incorporated
with the United States Securities and Exchange Commission on October 27, 2016).
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(d)(2)
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Letter Agreement, dated as of October 27, 2016, by and between QUALCOMM Incorporated and Qualcomm River Holdings B.V. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by QUALCOMM Incorporated
with the United States Securities and Exchange Commission on October 27, 2016).
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(d)(3)
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Pledge, Assignment and Security Agreement, dated as of October 27, 2016, by and between NXP Semiconductors N.V. and Qualcomm River Holdings B.V. (incorporated by reference to Exhibit A of Exhibit 10.1 to the Current Report on Form
8-K filed by QUALCOMM Incorporated with the United States Securities and Exchange Commission on October 27, 2016).
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(d)(4)
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Disclosed Pledge of Receivables, dated as of October 27, 2016, by and between NXP Semiconductors N.V. and Qualcomm River Holdings B.V. (incorporated by reference to Exhibit B of Exhibit 10.1 to the Current Report on Form 8-K filed
by QUALCOMM Incorporated with the United States Securities and Exchange Commission on October 27, 2016).
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(d)(5)
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Confidentiality Agreement, effective as of July 4, 2016, by and between QUALCOMM Incorporated and NXP B.V.*
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(d)(6)
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Exclusivity Agreement, dated as of October 6, 2016, by and between QUALCOMM Incorporated and NXP Semiconductors N.V.*
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(d)(7)
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Power of Attorney, dated as of November 18, 2016.*
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(g)
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Not applicable.
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(h)
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Not applicable.
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