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应中华人民共和国商务部要求 Qualcomm和恩智浦同意撤回原申报并重新申报寻求中国批准

交易协议延长至2018年7月25日

2018419日,圣迭戈——Qualcomm IncorporatedNASDAQ: 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2018425日延长至2018725日。Qualcomm River Holdings B.V.还表示,若双方在纽约时间2018725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2018726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2018427日下午5: 00,除非根据收购协议条款另行延期或提前终止。

此外,Qualcomm今日宣布已重新通过美国联邦贸易委员会根据1976年颁布的《哈特-斯科特-罗迪诺(HSR)反托拉斯改进法案》的审核批准。重新通过的审核批准是基于双方对收购要约的重新申报,等待期已于纽约时间2018417日下午1159分截止。HSR法案等待期满已经符合了收购要约所规定的交割条件。

计划进行的合并仍受Qualcomm River Holdings B.V. 20161118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(888750-5834,银行和经纪商请拨打收费电话(212750-5833

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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).

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