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Qualcomm Commences Cash Tender Offer for All Outstanding Shares of NXP

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Dec 12 2016

Qualcomm Incorporated (NASDAQ: QCOM) today announced that Qualcomm River Holdings B.V., an indirect wholly owned subsidiary of Qualcomm, has commenced the previously announced tender offer for all of the outstanding common shares of NXP Semiconductors N.V. (NASDAQ: NXPI) at a price of $110.00 per share, less any applicable withholding taxes and without interest, to the holders thereof and payable in cash. The tender offer is being made pursuant to the Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP.

A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal that set forth the complete terms and conditions of the tender offer will be filed today with the U.S. Securities and Exchange Commission by Qualcomm River Holdings B.V. Additionally, NXP will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 today that includes the recommendation of NXP’s board of directors that NXP shareholders tender their shares in the tender offer.

The tender offer will expire at 5:00 p.m., New York City time, on February 6, 2017, unless extended or earlier terminated, in each case pursuant to the terms of the Purchase Agreement.

The tender offer is not subject to any financing condition. The completion of the tender offer is conditioned upon, among other things, satisfaction of a minimum tender condition and the receipt of regulatory approvals in various jurisdictions.

Copies of the tender offer documents are available free of charge 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), and, when they become available, at the website maintained by the SEC at www.sec.gov. American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer.

About Qualcomm

Qualcomm’s technologies powered the smartphone revolution and connected billions of people. We pioneered 3G and 4G – and now, we are leading the way to 5G and a new era of intelligent, connected devices. Our products are revolutionizing industries including automotive, computing, IoT and healthcare, and are allowing millions of devices to connect with each other in ways never before imagined. Qualcomm Incorporated includes our licensing business, QTL, and the vast majority of our patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, all of our engineering, research and development functions, and all of our products and services businesses, including our semiconductor business, QCT, and our mobile, automotive, computing, IoT and healthcare businesses. For more information, please visit DJI online at www.qualcomm.com

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