8-K

NXP Semiconductors N.V. 8-K Report (Nov 27, 2015)

Filed November 27, 2015For Securities:NXPI

Summary

This Form 6-K filing by NXP Semiconductors N.V. on November 27, 2015, primarily announces the receipt of the final regulatory approval from China's Ministry of Commerce (MOFCOM) for its merger with Freescale Semiconductor, Ltd. This approval, along with the divestment of NXP's RF Power business to JAC Capital, clears the path for the completion of the Freescale merger. The company has now obtained all necessary regulatory clearances, signifying a major milestone. NXP anticipates that both the merger transaction with Freescale and the sale of its RF Power business will officially close on December 7, 2015. This marks a significant step towards the creation of a combined entity poised to become an industry leader in high-performance mixed-signal solutions, with a strategic focus on high-growth areas like connected cars, cybersecurity, and the Internet of Things.

Key Highlights

  • 1NXP Semiconductors has received final regulatory approval from China's MOFCOM for its merger with Freescale Semiconductor.
  • 2All necessary regulatory approvals for the Freescale merger and the RF Power business divestment have been obtained.
  • 3The merger transaction with Freescale and the divestment of the RF Power business are expected to close on December 7, 2015.
  • 4The merger is described as a transformative step to create an industry powerhouse in high-performance mixed-signal solutions.
  • 5The combined entity will focus on high-growth opportunities in connected cars, cybersecurity, and the Internet of Things (IoT).
  • 6The filing includes important information for investors and shareholders regarding the merger, referencing the definitive joint proxy statement/prospectus filed with the SEC.

Frequently Asked Questions

The primary purpose of this filing is to announce that NXP Semiconductors N.V. has received the final regulatory approval from China's MOFCOM to complete its merger with Freescale Semiconductor, Ltd. It also provides the expected closing date for both the merger and the divestment of NXP's RF Power business.

NXP anticipates that both the merger with Freescale and the sale of its RF Power business will officially close on December 7, 2015.

The divestment of NXP's RF Power business to JAC Capital is a condition for the completion of the Freescale merger. By announcing the final regulatory approval for this divestment, NXP signals that a key hurdle for the larger merger has been cleared.

NXP expects the combination with Freescale to create an industry powerhouse focused on high-growth areas such as connected cars, cybersecurity, portables & wearables, and the Internet of Things. The merger is seen as a transformative step towards becoming the industry leader in high-performance mixed-signal solutions.