SC 14D9/A 1 el39557682-14d9a.htm AMENDMENT NO 1 TO SCHEDULE 14D-9
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 

AMENDMENT NO. 1
to
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 

NXP Semiconductors N.V.
(Name of Subject Company)
 


Elliott Associates, L.P.
Elliott International, L.P.
Paul E. Singer
Elliott Capital Advisors, L.P.
Elliott Special GP, LLC
Braxton Associates, Inc.
Elliott Asset Management LLC
Elliott International Capital Advisors Inc.
Hambledon, Inc.
Elliott Management Corporation
The Liverpool Limited Partnership
Liverpool Associates Ltd.
Elliott Advisors (UK) Limited
Manchester Securities Corp.
(Name of Person(s) Filing Statement)
 

Common Shares, par value EUR 0.20 per share
(Title of Class of Securities)
N6596X109
(CUSIP Number of Class of Securities)
Richard M. Brand, Esq.
Braden K. McCurrach, Esq.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, New York 10281
(212) 504-6000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person filing statement)
 
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) by the undersigned on December 11, 2017 (together with any subsequent amendments and supplements thereto, the “Schedule 14D-9”).  The Schedule 14D-9 relates to the Tender Offer by Qualcomm River Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (the “Purchaser”), a wholly owned subsidiary of QUALCOMM Incorporated, a Delaware corporation, as disclosed in the Tender Offer Statement on Schedule TO, filed by the Purchaser with the SEC on November 18, 2016, to purchase all outstanding common shares, par value €0.20 per share (the “Shares”), of NXP Semiconductors N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, at a price of $110.00 per Share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash, upon the terms and conditions set forth in the Purchaser’s Offer to Purchase dated November 18, 2016, and in the related Letter of Transmittal.
The information in the Schedule 14D-9, including all exhibits and annexes that were previously filed with the Schedule 14D-9, is incorporated in this Amendment No. 1 by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Schedule 14D-9.

Item 4.
The Solicitation or Recommendation.
 
Item 4 is hereby amended to add the following:

On December 13, 2017, the Filing Persons released the UBS Valuation Report delivered to EAUK by UBS Investment Bank and issued a press release announcing the release of the UBS Valuation Report.

The UBS Valuation Report and the press release are attached hereto as Exhibit 4 and Exhibit 5, respectively, and are incorporated by reference herein.

Item 9.
Exhibits.
 

Item 9 is hereby amended to add the following:

4
UBS Valuation Report
 
5
Press Release, dated December 13, 2017
 

 
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 Dated: December 13, 2017
 
ELLIOTT ASSOCIATES, L.P.
   
 
By:
Elliott Capital Advisors, L.P., as General Partner
   
 
By:
Braxton Associates, Inc., as General Partner
     
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
ELLIOTT INTERNATIONAL, L.P.
   
 
By:
Elliott International Capital Advisors Inc., as Attorney-in-Fact
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
ELLIOTT CAPITAL ADVISORS, L.P.
   
 
By:
Braxton Associates, Inc., as General Partner
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
ELLIOTT SPECIAL GP, LLC
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
BRAXTON ASSOCIATES INC.
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President




 
ELLIOTT ASSET MANAGEMENT LLC
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President
 
 
HAMBLEDON, INC.
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
ELLIOTT MANAGEMENT CORPORATION
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
THE LIVERPOOL LIMITED PARTNERSHIP
   
 
By:
Liverpool Associates, Ltd., as General Partner
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
LIVERPOOL ASSOCIATES LTD.
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President

 
MANCHESTER SECURITIES CORP.
   
 
By:
/s/ Elliot Greenberg
   
Name:
Elliot Greenberg
   
Title:
Vice President




 
ELLIOTT ADVISORS (UK) LIMITED
   
 
By:
/s/ Gordon Singer
   
Name:
Gordon Singer
   
Title:
Director
   
   
 
/s/ Paul E. Singer
 
Paul E. Singer