Goodwin represented Centerview Partners in connection with the announcement by Qualcomm Incorporated (NASDAQ: QCOM) and NXP Semiconductors N.V. (NASDAQ: NXPI) of a definitive agreement under which Qualcomm will acquire NXP, a leader in high-performance, mixed-signal semiconductor electronics. Pursuant to the agreement, a subsidiary of Qualcomm will commence a tender offer to acquire all of the issued and outstanding common shares of NXP for $110.00 per share in cash, representing a total enterprise value of approximately $47 billion. The tender offer is conditioned on the tender of at least 95% of the outstanding ordinary shares of NXP, the satisfaction of which will be followed by a second step asset sale and compulsory squeeze-out acquisition of the remaining minority NXP shareholders at the offer price, provided that if at least 80% but less than 95% tender, the second step will consist of and asset sale and distribution/liquidation of NXP to eliminate the minority. The asset sale and the liquidation are subject to approval by NXP’s shareholders at an Extraordinary General Meeting. The transaction is expected to close by the end of calendar 2017 and is subject to receipt of regulatory approvals in various jurisdictions and other closing conditions.
Centerview Partners LLC served as financial advisor and provided a fairness opinion to the Qualcomm Board.
Qualcomm is a world leader in 3G, 4G and next-generation wireless technologies. Qualcomm Incorporated includes Qualcomm’s licensing business, QTL, and the vast majority of its patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, substantially all of Qualcomm’s engineering, research and development functions, and substantially all of its products and services businesses, including its semiconductor business, QCT.
NXP enables secure connections and infrastructure for a smarter world, advancing solutions that make lives easier, better and safer. As the world leader in secure connectivity solutions for embedded applications, NXP is driving innovation in the secure connected vehicle, end-to-end security & privacy and smart connected solutions markets. Built on more than 60 years of combined experience and expertise, the company has 44,000 employees in more than 35 countries and posted revenue of $6.1 billion in 2015.
For more information on the transaction, please view the joint press release.