At an extraordinary general meeting of shareholders of NXP Semiconductors N.V. of Eindhoven, The Netherlands and a special general meeting of shareholders of Freescale Semiconductor Ltd of Austin, TX, USA, NXP's proposed acquisition of Freescale was approved with over 99% of the votes cast. The NXP special meeting also appointed Gregory L. Summe and Peter Smitham as non-executive directors of NXP, effective as of the closing of the merger.
"The combination of NXP and Freescale creates an industry powerhouse focused on the high-growth opportunities in the Smarter World," says NXP's CEO Rick Clemmer. "We fully expect to continue to significantly out-grow the overall market, drive world-class profitability and generate even more cash, which taken together will maximize value for both Freescale and NXP shareholders," he adds.
Completion of the merger remains subject to obtaining anti-trust and other regulatory approvals in certain jurisdictions, and other customary closing conditions. NXP and Freescale continue to expect the merger to close in second-half 2015.
In connection with the proposed merger, NXP has filed with the US Securities and Exchange Commission (SEC) a registration statement on Form F-4 (declared effective on 1 June) that includes a definitive joint proxy statement of NXP and Freescale that also constitutes a definitive prospectus of NXP. NXP and Freescale may each file with the SEC other documents in connection with the proposed transaction.