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.