The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by
NXP intends to use a portion of the net proceeds from the offering of the Notes to repay the
The Notes will be offered in
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.
No offer or sale of the Notes, as guaranteed by the Notes Guarantors, shall be made in any jurisdiction where such an offer or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended. Consequently no key information document required by Regulation (EU) No. 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This document includes forward-looking statements which include statements regarding NXP's 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; the ability to successfully introduce new technologies and products; the demand for the goods into which NXP's products are incorporated; the ability to generate sufficient cash, raise sufficient capital or refinance NXP’s debt at or before maturity to meet both NXP’s debt service and research and development and capital requirements; the ability to accurately estimate demand and match NXP’s production capacity accordingly or obtain supplies from third-party producers; the access to production from third-party outsourcing partners, and any events that might affect their business or NXP's relationship with them; the ability to secure adequate and timely supply of equipment and materials from suppliers; the ability to avoid operational problems and product defects and, if such issues were to arise, to rectify them quickly; the ability to form strategic partnerships and joint ventures and to successfully cooperate with alliance partners; the ability to win competitive bid selection processes to develop products for use in NXP’s customers' equipment and products; the ability to successfully hire and retain key management and senior product architects; and the ability to maintain good relationships with NXP’s suppliers. Readers are cautioned not to place undue reliance on 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
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|Jeff Palmer||Joon Knapen|
|+1 408 518 5411||+49 151 257 43 299|
December 3, 2018 at 8:34 AM EST
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