SOURCE: NXP Semiconductors

NXP Semiconductors

March 09, 2011 21:42 ET

NXP Files Registration Statement With the SEC for a Secondary Offering

EINDHOVEN, THE NETHERLANDS--(Marketwire - March 9, 2011) - NXP Semiconductors N.V. (NASDAQ: NXPI) ("NXP") announced today that it has filed a registration statement with the Securities and Exchange Commission in the United States for a proposed underwritten secondary public offering of approximately 25 million shares of its common stock by certain members of NXP's shareholder group. No shares are being issued or sold by the Company, and it will not receive any proceeds from this offering. Bookrunners (in alphabetical order):

Credit Suisse Goldman, Sachs & Co. Morgan Stanley
BofA Merrill Lynch   Barclays Capital

A copy of the prospectus relating to these securities may be obtained, when available, from: Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, United States, Prospectus Department, Phone: +1 212 325 2000, Fax: +1 212 325 6665; Goldman, Sachs & Co., 200 West Street, New York, New York 10282, United States, Prospectus Department, Phone: +1 866 471 2526, Fax: +1 212 902 9316; Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, United States, Prospectus Department, Phone: +1 866 718 1649, Fax: +1 212 761 0086, E-mail: prospectus@morganstanley.com; BofA Merrill Lynch, 4 World Financial Center, New York, New York 10080, United States, Prospectus Department, E-mail: dg.prospectus_requests@baml.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, United States, E-mail: Barclaysprospectus@broadridge.com, Phone: +1 888 603-5847.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy securities or otherwise engage in any investment activity, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification.

This press release is not for distribution to any Italian person or any address in the Republic of Italy.

Forward-looking Statements

This document includes forward-looking statements which include statements regarding our business strategy, financial condition, results of operations, and market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions, our ability to successfully introduce new technologies and products, the demand for the goods into which our products are incorporated, our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet both our debt service and research and development and capital investment requirements, our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers, our access to production from third-party outsourcing partners, and any events that might affect their business or our relationship with them, our ability to secure adequate and timely supply of equipment and materials from suppliers, our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly, our ability to form strategic partnerships and joint ventures and successfully cooperate with our alliance partners, our ability to win competitive bid selection processes to develop products for use in our customers' equipment and products, our ability to successfully establish a brand identity, our ability to successfully hire and retain key management and senior product architects; and, our ability to maintain good relationships with our suppliers. In addition, this document contains information concerning the semiconductor industry and our business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our market segments and product areas will develop. We have based these assumptions on information currently available to us, if any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While we do not know what impact any such differences may have on our business, if there are such differences, our future results of operations and our financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, we do not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available from on our Investor Relations website, http://www.nxp.com/investor or from the SEC website, http://www.sec.gov.

About NXP Semiconductors

NXP Semiconductors N.V. (NASDAQ: NXPI) provides High Performance Mixed Signal and Standard Product solutions that leverage its leading RF, Analog, Power Management, Interface, Security and Digital Processing expertise. These innovations are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. A global semiconductor company with operations in more than 30 countries, NXP posted revenue of $4.4 billion in 2010. For more information visit www.nxp.com.