Summary
NXP Semiconductors N.V. (NXPI) filed a Form 6-K on February 20, 2018, announcing an amendment to its existing Purchase Agreement with Qualcomm River Holdings B.V. (a subsidiary of QUALCOMM Incorporated). This amendment significantly alters the terms of Qualcomm's previously announced tender offer to acquire NXP. The most impactful change is the increase in the offer price per NXP share from $110.00 to $127.50 in cash. Additionally, the minimum tender condition has been lowered from what was previously agreed upon to 70% of outstanding shares. This amendment signals a strengthened commitment from Qualcomm to complete the acquisition under revised terms, potentially alleviating some investor concerns about the deal's progression while also reflecting a higher valuation for NXP shareholders.
Key Highlights
- 1Amendment No. 1 to the Purchase Agreement between NXP and Qualcomm River Holdings B.V. was entered into on February 20, 2018.
- 2The offer consideration for NXP shares has been increased to $127.50 per share in cash, up from the previous $110.00 per share.
- 3The minimum tender condition for the offer has been reduced to 70% of outstanding NXP shares.
- 4Qualcomm has agreed not to rescind or reduce commitments made to governmental authorities for antitrust approvals (HSR Act, EU Merger Regulation, etc.).
- 5The original Purchase Agreement, dated October 27, 2016, remains in effect except as modified by this amendment.
- 6The filing incorporates by reference various NXP registration statements on Form S-8 and Form F-3.
- 7The document emphasizes that it's not an offer to buy or sell, and directs shareholders to review the tender offer materials (Schedule TO and Schedule 14D-9) for important information.