SECURITIES AND EXCHANGE COMMISSION FORM SC 14D9/A Tender offer solicitation / recommendation statements filed under Rule 14d-9 [amend] Filing Date: 2017-12-13 SEC Accession No. 0000914121-17-001815 (HTML Version on secdatabase.com) SUBJECT COMPANY NXP Semiconductors N.V. Mailing Address Business Address HIGH TECH CAMPUS 60 31 40 27 43704 CIK:1413447| IRS No.: 000000000 EINDHOVEN P7 5656AG Type: SC 14D9/A | Act: 34 | File No.: 005-85657 | Film No.: 171253046 SIC: 3674 Semiconductors & related devices FILED BY ELLIOTT ASSOCIATES, L.P. Mailing Address Business Address 40 WEST 57TH STREET 40 WEST 57TH STREET CIK:904495| IRS No.: 222140975 | State of Incorp.:DE | Fiscal Year End: 1231 30TH FLOOR 30TH FLOOR Type: SC 14D9/A NEW YORK NY 10019 NEW YORK NY 10019 2125062999 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ELLIOTT ADVISORS (UK) LIMITED By: /s/ Gordon Singer Name:Gordon Singer Title: Director /s/ Paul E. Singer Paul E. Singer Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 4 8 December 2017 The UBS Valuation Report NXP Semiconductors N.V. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DISCLAIMER This Valuation Report does not address the relative merits of any transaction involving any of the companies discussed herein as compared to other business strategies or transactions that might be available to such entities. This Valuation Report does not constitute a recommendation to any shareholder as to how such shareholder should vote, tender or act with respect to any transaction. UBS expresses no opinion as to the price at which any securities of NXP Semiconductors N.V. (“NXP”) will trade at any time. In connection with this Valuation Report, UBS has, among other things: (i) reviewed certain publicly available business and financial information relating to NXP and other companies we believe to be generally relevant; (ii) reviewed current and historical market prices of the common stock of NXP and certain other companies we believe to be generally relevant; (iii) compared the financial terms of the QUALCOMM Incorporated’s tender offer for NXP with the publicly available financial terms of other transactions we believe to be generally relevant; and (iv) conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate. UBS has not reviewed any of NXP’s internal financial information, forecasts or other data that is not publicly available, nor has UBS conducted any discussions with management of NXP. In addition, UBS has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of NXP, nor has it been furnished with any such evaluation or appraisal. This Valuation Report is provided solely pursuant to Elliott's engagement of UBS in connection with, and for the purpose of, Elliott's evaluation of NXP’s common stock.This Valuation Report has been prepared by UBS AG and/or its subsidiaries, branches or affiliates (together, “UBS”) for the use of Elliott Associates, L.P., Elliott International, L.P., and their affiliates (collectively, “Elliott”) pursuant to Elliott’s engagement of UBS. The information in this Valuation Report has been obtained from publicly available sources and has not been independently verified by UBS or any of its directors, officers, employees, agents, representatives or advisers or any other person. No representation, warranty or undertaking, express or implied, is or will be given by UBS or its directors, officers, employees and/or agents as to or in relation to the accuracy, completeness, reliability or sufficiency of the information contained in this Valuation Report or as to the reasonableness