NXP to Acquire Freescale for $11.8 Billion

NXP Semiconductor agreed to acquire Freescale for $6.25 per share in cash and 0.3521 of an NXP ordinary share for each Freescale common share, implying a total equity value for Freescale of approximately $11.8 billion (based on NXP's closing stock price as of February 27, 2015) and a total enterprise value of approximately $16.7 billion including Freescale's net debt.

The deal creates the largest supplier of semiconductors for the automotive industry and the No.1 supplier of general microcontrollers (MCUs).

The combined company will capitalize on the growing opportunities created by the accelerating demand for security, connectivity and processing. NXP estimates annual cost synergies of $500 million.

"Today's announcement is a transformative step in our objective to become the industry leader in high performance mixed signal solutions. The combination of NXP and Freescale creates an industry powerhouse focused on the high growth opportunities in the Smarter World. We fully expect to continue to significantly out-grow the overall market, drive world-class profitability and generate even more cash, which taken together will maximize value for both Freescale and NXP shareholders," said Richard Clemmer, NXP Chief Executive Officer. Mr. Clemmer will continue to be the President and Chief Executive Officer of the merged company.

"We believe this merger, which combines two highly successful and complementary companies, will create significant value for Freescale's and NXP's shareholders, customers and employees. Both companies have built leadership positions and have a sharp focus on delivering superior value to customers. Our combined scale, size and global reach will position our new company to deliver sustainable above market growth. It will also serve to accelerate the strategic plans both companies have invested in, enabling us to deliver more complete solutions to customers," said Gregg Lowe, Freescale Semiconductor President and Chief Executive Officer.


http://ir.freescale.com/investor-relations.aspx
http://www.nxp.com