QUALCOMM Incorporated (NASDAQ:QCOM) Files An 8-K Other Events
Item8.01.
| Other Events. |
As previously announced, on October27, 2016, Qualcomm River
Holdings B.V. (Qualcomm River Holdings), a wholly owned
subsidiary of QUALCOMM Incorporated (the Company), entered into a
definitive agreement (as it may be amended or supplemented, the
Purchase Agreement) with NXP Semiconductors N.V. (NXP), to which
Qualcomm River Holdings agreed to acquire NXP (the Acquisition).
The Acquisition is expected to close by the end of calendar 2017
and is subject to receipt of regulatory approvals in various
jurisdictions and other closing conditions, including the tender
of at least 80% of the issued and outstanding common shares of
NXP in the tender offer for NXPs common shares (provided that the
minimum tender threshold may be reduced to a percentage not less
than 70% with the prior written consent of NXP).
This Current Report on Form 8-K is being filed to provide the
consolidated financial statements of NXP and pro forma financial
information set forth under Item9.01 below, which are
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired |
The consolidated balance sheets of NXP Semiconductors N.V. and
subsidiaries as of December 31, 2016 and 2015, and the related
consolidated statements of operations, comprehensive income, cash
flows and changes in equity for each of the years in the
three-year period ended December 31, 2016, together with the
notes thereto and the report of independent registered public
accounting firm thereon, are included on pages F-2 through F-43
of NXPs Annual Report on Form 20-F for the year ended December31,
2016, filed with the Securities and Exchange Commission (SEC) on
March3, 2017, and filed as Exhibit 99.1 to this Current Report on
Form 8-K and are incorporated herein by reference.
The historical unaudited condensed consolidated balance sheets of
NXP as of April2, 2017 and December31, 2016 and the related
unaudited condensed consolidated statements of operations,
statements of comprehensive income and statements of cash flows
for the three months ended April2, 2017 and April3, 2016 and
statements of changes in equity for the three months ended
April2, 2017, together with the notes thereto, are included as
Exhibit 2 to NXPs Report on Form 6-K furnished to the SEC on
May4, 2017, and filed as Exhibit 99.2 to this Current Report on
Form 8-K and are incorporated herein by reference.
| (b) | Pro forma financial information |
The following unaudited pro forma financial information is filed
as Exhibit 99.3 hereto and is incorporated herein by reference.
|
Unaudited Pro Forma Condensed Combined Balance Sheet as of March26, 2017; |
|
Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended March26, 2017; |
|
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended September25, 2016; and |
|
Notes to the Unaudited Pro Forma Condensed Combined Financial Information. |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 23.1 | Consent of KPMG Accountants N.V. | |
| 99.1 |
Audited consolidated balance sheets of NXP as of December 31, 2016 and 2015 and the related audited consolidated statements of operations, statements of comprehensive income, statements of cash flows and statements of changes in equity for the years ended December 31, 2016, 2015 and 2014, together with the notes thereto and the report of independent registered public accounting firm thereon (incorporated herein by reference from pages F-2 through F-43 of NXPs Annual Report on Form 20-F for the year ended December 31, 2016 (SEC File No. 1-34841), filed with the SEC on March 3, 2017) |
|
| 99.2 |
Unaudited condensed consolidated balance sheets of NXP as of April 2, 2017 and December 31, 2016 and the related unaudited condensed consolidated statements of operations, statements of comprehensive income and statements of cash flows for the three months ended April 2, 2017 and April 3, 2016 and statements of changes in equity for the three months ended April 2, 2017, together with the notes thereto (incorporated herein by reference from Exhibit 2 to NXPs Report on Form 6-K (SEC File No. 1-34841), furnished to the SEC on May 4, 2017) |
|
| 99.3 |
Unaudited Pro Forma Condensed Consolidated Financial Information |
About QUALCOMM Incorporated (NASDAQ:QCOM)
QUALCOMM Incorporated is engaged in the development and commercialization of a digital communication technology called code division multiple access (CDMA). The Company is engaged in the development and commercialization of the orthogonal frequency division multiple access (OFDMA) family of technologies, including long-term evolution (LTE), which is an Orthogonal Frequency Division Multiplexing (OFDM)-based standard that uses OFDMA and single-carrier Frequency Division Multiple Access (FDMA), for cellular wireless communication applications. The Company’s segments include QCT (Qualcomm CDMA Technologies), QTL (Qualcomm Technology Licensing) and QSI (Qualcomm Strategic Initiatives). The Company also develops and commercializes a range of other technologies used in handsets and tablets that contribute to end user demand. The Company’s products principally consist of integrated circuits (chips or chipsets) and system software used in mobile devices and in wireless networks. QUALCOMM Incorporated (NASDAQ:QCOM) Recent Trading Information
QUALCOMM Incorporated (NASDAQ:QCOM) closed its last trading session up +0.76 at 56.12 with 13,125,299 shares trading hands.