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Qualcomm Raises Offer For NXP To $127.50/shr; Lowers Minimum Tender Threshold

Qualcomm Inc. (QCOM) said Tuesday that its subsidiary Qualcomm River Holdings B.V. reached an agreement with NXP Semiconductors N.V. (NXPI) to increase to $127.50 per share its previously announced cash tender offer to purchase all outstanding shares of NXP.

The amended agreement, which was approved by the Qualcomm and NXP Boards of Directors, also lowers the minimum tender condition from 80% of NXP's outstanding shares to 70%.

Qualcomm also announced that Qualcomm River Holdings B.V. has entered into binding agreements with nine NXP stockholders who collectively own more than 28% of NXP's outstanding shares, excluding additional economic interests through derivatives, to tender their shares at $127.50 per share. These stockholders include funds affiliated with Elliott Advisors (UK) Limited and Soroban Capital Partners LP.

Qualcomm said it remain highly confident in its fiscal 2019 Non-GAAP earnings per share target of $6.75-$7.50, which includes $1.50 per share accretion from the acquisition of NXP.

As per the terms of the revised agreement, the currently pending tender offer of Qualcomm River Holdings B.V. to acquire all of the issued and outstanding shares of NXP will be amended as described above and the expiration time for the offer will be extended to the end of day, one minute after 11:59 p.m. New York City time, on March 5,2018.

Qualcomm intends to fund the additional consideration with cash on hand and new debt. The amended tender offer is not subject to any financing condition. The offer is conditioned on at least 70% of the outstanding ordinary shares of NXP being validly tendered and not withdrawn prior to the expiration of the offer .

Qualcomm noted that its acquisition of NXP has received antitrust clearance from eight of the nine required government regulatory bodies around the world. The transaction remains contingent on clearance from the Ministry of Commerce (MOFCOM) in China. Qualcomm is optimistic it will receive MOFCOM clearance in the near term.

Last week, Qualcomm said that the Broadcom's $82.00 per share proposal was unacceptable. It view that the proposal materially undervalued Qualcomm and has an unacceptably high level of risk. However, Qualcomm said it was open to further discussions with Broadcom to see if a proposal that appropriately reflected the true value of Qualcomm shares, and ensures an appropriate level of deal certainty, can be obtained.

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