8-K

NXP Semiconductors N.V. 8-K Report (Jun 22, 2015)

Filed June 22, 2015For Securities:NXPI

Summary

This 8-K filing by NXP Semiconductors N.V. on June 22, 2015, provides an update on regulatory clearances for two significant transactions: the acquisition of Freescale Semiconductor, Ltd., and the sale of NXP's RF Power business to Jianguang Asset Management Co. Ltd. (JAC). Regarding the Freescale merger, NXP and Freescale have submitted a joint voluntary notice to the Committee on Foreign Investment in the United States (CFIUS). Similarly, NXP and JAC have filed a joint voluntary notice with CFIUS for the RF Power business sale. The report outlines the CFIUS review process, including potential outcomes like clearance, imposition of mitigation terms, or a recommendation to the President to suspend or prohibit the transaction. While NXP anticipates no obstacles to obtaining CFIUS clearance for both deals, the company acknowledges that there is no certainty of approval or that approvals might come with adverse conditions. Both transactions are still expected to close in the second half of 2015.

Key Highlights

  • 1NXP and Freescale have filed a joint voluntary notice with CFIUS for the proposed merger.
  • 2NXP and JAC have filed a joint voluntary notice with CFIUS for the sale of NXP's RF Power business.
  • 3The CFIUS review process involves an initial 30-day period, potentially extendable by an additional 45 days.
  • 4CFIUS can clear transactions, impose mitigation terms, or recommend suspension/prohibition to the President.
  • 5NXP does not currently anticipate obstacles to CFIUS clearance for either transaction.
  • 6There is no guarantee of CFIUS clearance, and it may be subject to material adverse conditions.
  • 7Both the Freescale merger and the RF Power sale are expected to close in the second half of 2015.

Frequently Asked Questions

The main purpose of this filing is to inform investors about the status of regulatory clearances required from the Committee on Foreign Investment in the United States (CFIUS) for two key transactions: NXP's acquisition of Freescale Semiconductor and the sale of NXP's RF Power business to JAC.

CFIUS is the Committee on Foreign Investment in the United States, a U.S. government body that reviews the business activities of foreign investors in the U.S. to determine their effects on national security. CFIUS approval is a critical condition for the completion of both the Freescale merger and the RF Power business sale.

CFIUS can take several actions: determine the transaction is not covered under relevant national security laws, take no action, impose mitigation terms to address national security concerns, or report to the President recommending the transaction be suspended or prohibited. The President then has 15 days to make a final decision.

NXP continues to expect that both the Freescale merger and the RF Power sale will close within the second half of 2015, pending successful CFIUS clearance and satisfaction of other closing conditions.