Edgar Filing: Freescale Semiconductor, Ltd.

425

Filed by NXP Semiconductors N.V.

Pursuant to Rule 425

under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184)

No Offer or Solicitation

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between NXP Semiconductors N.V. (“NXP”) and Freescale Semiconductor, Ltd. (“FSL”).

Important Information For Investors and Shareholders

In connection with this proposed business combination, NXP has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that includes a definitive joint proxy statement of NXP and FSL that also constitutes a definitive prospectus of NXP. The registration statement was declared effective by the SEC on June 1, 2015. Each of NXP and FSL may file with the SEC other documents in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NXP AND FSL ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The definitive joint proxy statement/prospectus will be delivered to shareholders of NXP and FSL on or about June 2, 2015. Investors and security holders are able to obtain free copies of the definitive joint proxy statement/prospectus and other documents filed with the SEC by NXP and/or FSL through the internet website maintained by the SEC at http://www.sec.gov. Copies of the definitive joint proxy statement/prospectus and the other documents filed with the SEC by NXP are also available free of charge on NXP’s Investor Relations internet website at http://www.nxp.com/investor or by contacting NXP’s Investor Relations Contact by phone at 1-408-518-5411. Copies of the definitive joint proxy statement/prospectus and the other documents filed with the SEC by FSL are available free of charge on FSL’s Investor Relations internet website at http://investors.freescale.com or by writing to Freescale Semiconductor, Ltd., c/o Freescale Semiconductor, Inc., 6500 William Cannon Drive West, Austin, Texas 78735, Attention: Investor Relations or by phone at 1-512-895-2454.

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between NXP and FSL are “forward-looking” statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to numerous factors, risks and uncertainties about NXP and FSL, may include projections of their respective future business, strategies, financial condition, results of operations and market data. These statements are only predictions based on current expectations and projections about future events. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected, including the risk factors set forth in the definitive joint proxy statement/prospectus, NXP’s most recent Form 20-F and FSL’s most recent reports on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:

•

the failure to consummate or delay in consummating the proposed transaction;

•

the timing to consummate the proposed transaction;

•

the risk that a condition to closing of the proposed transaction may not be satisfied;

•

the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

•

NXP’s and FSL’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

•

the ability of either NXP or FSL to effectively integrate their businesses; and

•

the diversion of management time on transaction-related issues.

FSL’s and NXP’s forward-looking statements are based on assumptions that may not prove to be accurate. Neither FSL nor NXP can guarantee future results, level of activity, performance or achievements. Moreover, neither FSL nor NXP assumes responsibility for the accuracy and completeness of any of these forward-looking statements. FSL and NXP assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

***

The following are a press release dated November 27, 2015 entitled: “NXP Announces Final Regulatory Approval and Closing Date for Merger with Freescale” and a letter sent to all employees by Rick Clemmer on November 27, 2015.

LOGO

NXP Announces Final Regulatory Approval and Closing Date for Merger with Freescale

Eindhoven, Netherlands, Nov 27, 2015 – NXP Semiconductors N.V. (NASDAQ: NXPI) today announced it has received final regulatory approval from the Ministry of Commerce (“MOFCOM”) of China to complete its merger with Freescale Semiconductor, Ltd. (“Freescale”).

The Company has now received all necessary regulatory approvals for the merger with Freescale and the sale of its RF Power business to Jianguang Asset Management Co. Ltd (“JAC Capital”), which divestment is a condition for the Freescale merger.

The Company expects to close the merger transaction and the divestment of its RF Power business on December 7, 2015.

“We are very excited to unveil today that the close of the merger with Freescale is upon us,” said Rick Clemmer, NXP Chief Executive Officer. “The combination of NXP and Freescale creates an industry powerhouse focused on the high growth opportunities in the Smarter World, and is a transformative step on our journey to become the industry leader in high performance mixed signal solutions.”

About NXP Semiconductors

NXP Semiconductors N.V. (NASDAQ: NXPI) creates solutions that enable secure connections for a smarter world. Building on its expertise in high-performance mixed-signal electronics, NXP is driving innovation in the areas of connected cars, cyber security, portables & wearables, and the Internet of Things. NXP has operations in more than 25 countries, and posted revenue of $5.65 billion in 2014. Find out more at www.nxp.com

No Offer or Solicitation

Important Information For Investors and Shareholders

LOGO

Forward Looking Statements

•

the failure to consummate or delay in consummating the proposed transaction;

•

the timing to consummate the proposed transaction;

•

the risk that a condition to closing of the proposed transaction may not be satisfied;

•

the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

•

NXP’s and FSL’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

•

the ability of either NXP or FSL to effectively integrate their businesses; and

•

the diversion of management time on transaction-related issues.

For further information, please contact:


Investors:				Media:
Jeff Palmer				Joon Knapen
jeff.palmer@nxp.com				joon.knapen@nxp.com
+1 408 518 5411				+49 151 257 43 299

LOGO

INTEGRATION UPDATE 11 > FINAL

……………………………………………………………………………………………………………………………….

MOVING FORWARD AS ONE COMPANY

MERGER APPROVAL RECEIVED, DAY ONE EXPECTED TO BE DECEMBER 7

Friday, November 27, 2015

To: All NXP employees

Day One will mark the most important event in our shared history, when we join forces to become a unified company, the new NXP. Day One will be a new beginning for us all: when we reach a new milestone on our journey to become the industry leader in high performance mixed signal solutions. It has been a long road since we announced the proposed merger back in March, and we have covered an immense amount of ground to get to this point. On Day One, we can finally stop saying “proposed merger” and begin operating as a combined entity.

Today we announce to the world that we have received final approval from all regulatory bodies involved. This signals that we have met all legal conditions to complete the merger transaction and are clear to confirm the official merger date, which we expect to be December 7.

As of Day One, we begin the work of putting our new processes and work streams into action. This new and exciting phase will start to bring the combined strengths of Freescale and NXP into cultural and operational unity and I have every confidence in your sustained effort and commitment. I am happy to see that our motivation is clear, and that our sense of purpose and customer-focused passion to win has never been stronger.

Day One marks a major change in the semiconductors landscape, and a new beginning for us all. On Day One, we move forward as one company, and I am counting on you all to deliver on our current commitments and bring out the full value of this exceptional merger.

Rick Clemmer

CEO