The amended agreement, which was approved by the Qualcomm and NXP Boards of Directors, also lowers the minimum tender condition from 80 percent of NXP’s outstanding shares to 70 percent.
Qualcomm also announced it had entered into binding agreements with nine NXP stockholders who collectively own more than 28 percent 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) and Soroban Capital Partners.
The increased price is because of an increase in value for NXP which saw results that exceeded Qualcomm’s transaction model on revenue, gross margin and EBIT. NXP’s non-GAAP operating income (excluding Standard Products) increased 20 percent from calendar 2016 to 2017.
Strong market dynamics and a positive outlook for key segments are responsible. NXP’s Auto business has increased revenues by 11 percent year over year. Qualcomm has significantly improved its capabilities in key industry segments such as Auto ($3 billion revenue pipeline), IoT ($1 billion in FY17 sales) and networking, further enhancing the value proposition of the combined company to its customers and stockholders.
Steve Mollenkopf, Chief Executive Officer of Qualcomm, said, “Qualcomm’s leading SoC capabilities and technology roadmap, coupled with NXP’s differentiated position in Automotive, Security and IoT, offers a compelling value proposition. With only one regulatory approval remaining, we are working hard to complete this transaction expeditiously. Our integration planning is on track, and we expect to realise the full benefits of this transaction for our customers, employees and stockholders.”
Tom Horton, Presiding Director of the Qualcomm Board of Directors, said: “The acquisition of NXP will enable us to accelerate our growth strategy. The Board unanimously believes this is an attractive acquisition at this price for Qualcomm stockholders based on NXP’s recent strong financial performance, the growth in key strategic areas such as Auto and IoT and our high confidence in management’s ability to execute upon the synergy opportunities.”
Paul E. Jacobs, Chairman of the Board of Qualcomm, said: “NXP is a highly strategic and attractive acquisition for Qualcomm that enhances the value of our leading 5G technologies. We also believe the revised agreement provides certainty for both Qualcomm and NXP stockholders.”
Qualcomm’s 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 soon.