Qualcomm products mentioned within this press release are offered by Qualcomm Technologies, Inc. and/or its subsidiaries.
2018年4月19日，圣迭戈——Qualcomm Incorporated（NASDAQ: QCOM）(以下简称“Qualcomm”)今日宣布公司和恩智浦半导体 (NASDAQ: NXPI) (以下简称“恩智浦”) 应中华人民共和国商务部（以下简称“中国商务部”）要求，已经撤回原申报，并已经重新提交关于计划合并两家公司的收购申报。
在重新申报的同时，恩智浦与Qualcomm间接全资子公司Qualcomm River Holdings B.V.还就其它一些事宜达成一致，其中包括将交易协议终止日期从2018年4月25日延长至2018年7月25日。Qualcomm River Holdings B.V.还表示，若双方在纽约时间2018年7月25日晚11:59前还未收到包括中国商务部在内的所有必要的监管部门的审批许可，它将于纽约时间2018年7月26日上午9:00前向恩智浦支付此前承诺的收购终止费用。
根据修订后的交易协议，目前Qualcomm River Holdings B.V.对恩智浦全部已发行在外流通股份的未完成的收购要约截止时间将延长至纽约时间2018年4月27日下午5: 00，除非根据收购协议条款另行延期或提前终止。
计划进行的合并仍受Qualcomm River Holdings B.V. 于2016年11月18日向美国证券交易委员会在Schedule TO 报告中所提交的要约声明所述的修订后条件的限制。
Innisfree M&A Incorporated担任Qualcomm River Holdings B.V.收购要约的信息代理人。如需获取和了解该要约收购的相关文档与问题，可电话联系Innisfree M&A Incorporated，股东请拨打免费电话（888）750-5834，银行和经纪商请拨打收费电话（212）750-5833。
Qualcomm发明的基础科技改变了世界连接与沟通的方式。把手机连接到互联网，我们的发明开启了移动互联时代。今天，我们发明的基础科技催生了那些改变人们生活的产品、体验和行业。Qualcomm引领世界迈向5G，我们看到新一轮蜂窝技术的变革将激发万物智能互连的新时代，并在网联汽车、远程健康医疗服务和物联网领域创造全新机遇。Qualcomm Incorporated包括技术许可业务（QTL）和我们绝大部分的专利组合。Qualcomm Technologies, Inc.（QTI）是Qualcomm Incorporated的全资子公司，与其子公司一起运营我们所有的工程、研发活动以及所有产品和 服务业务，其中包括半导体业务QCT。
Additional Information and Where to Find It
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common shares of NXP Semiconductors N.V. (“NXP”) or any other securities. Qualcomm River Holdings B.V. (“Buyer”), an indirect, wholly owned subsidiary of Qualcomm Incorporated (“Qualcomm”), has filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal, and related documents with the United States Securities and Exchange Commission (the “SEC”) and NXP has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. The offer to purchase common shares of NXP is only being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO, in each case as amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS OF NXP ARE URGED TO READ THESE DOCUMENTS, AS FILED AND AS MAY BE AMENDED FROM TIME TO TIME, CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, free copies of these documents may be obtained by contacting Innisfree M&A Incorporated, the information agent for the tender offer, toll free at (888) 750-5834 (for shareholders) or collect at (212) 750-5833 (for banks and brokers).
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “plan”, “project”, “predict”, “should” and “‘will” and similar expressions as they relate to Qualcomm, Buyer or NXP are intended to identify such forward-looking statements. These forward-looking statements involve risks and uncertainties concerning the parties’ ability to complete the tender offer and close the proposed transaction, the expected closing date of the transaction, the financing of the transaction, the anticipated benefits and synergies of the transaction, anticipated future combined businesses, operations, products and services, and liquidity, debt repayment and capital return expectations. Actual events or results may differ materially from those described in this document due to a number of important factors. These factors include, among others, the outcome of regulatory reviews of the proposed transaction; the ability of the parties to complete the transaction; the ability of Qualcomm to successfully integrate NXP’s businesses, operations (including manufacturing and supply operations), sales and distribution channels, business and financial systems and infrastructures, research and development, technologies, products, services and employees; the ability of the parties to retain their customers and suppliers; the ability of the parties to minimize the diversion of their managements’ attention from ongoing business matters; Qualcomm’s ability to manage the increased scale, complexity and globalization of its business, operations and employee base post-closing; and other risks detailed in Qualcomm’s and NXP’s filings with the SEC, including those discussed in Qualcomm’s most recent Annual Report on Form 10-K and in any subsequent periodic reports on Form 10-Q and Form 8-K and NXP’s most recent Annual Report on Form 20-F and in any subsequent reports on Form 6-K, each of which is on file with the SEC and available at the SEC’s website at www.sec.gov. SEC filings for Qualcomm are also available in the Investor Relations section of Qualcomm’s website at www.qualcomm.com, and SEC filings for NXP are available in the Investor Relations section of NXP’s website at www.nxp.com. Qualcomm is not obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.