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NXP Announces Extension of the Tender Offer for 9 3/4% Senior

NXP Announces Extension of the Tender Offer for 9 3/4% Senior Secured
Notes Due 2018 
EINDHOVEN, THE NETHERLANDS -- (Marketwire) -- 11/21/12 --  NOT FOR
DISTRIBUTION IN ITALY - NXP Semiconductors N.V. (NASDAQ: NXPI)
(together with its subsidiaries, "NXP") today announced the extension
of the expiration time (the "Expiration Time") of the previously
announced tender offer (the "Tender Offer") by NXP B.V. for up to
$500 million in cash of outstanding U.S. dollar-denominated 9 3/4%
Senior Secured Notes due 2018 (the "Notes"), jointly and severally
issued by NXP B.V. and NXP Funding LLC. The purpose of the Tender
Offer is to allow NXP to lower its interest cost and to extend the
maturity profile of its debt. NXP expects to use funds raised in the
debt securities or term loan markets to fund the purchase of the
Notes in the Tender Offer. 
Expiration Time. Pursuant to the terms of the offer to purchase dated
October 24, 2012 (the "Offer to Purchase") and the related letter of
transmittal (the "Letter of Transmittal"), the Expiration Time for
the Tender Offer will be extended to 11:59 p.m., New York City time,
on December 10, 2012, unless the Tender Offer is further extended or
earlier terminated. The early tender deadline, which was also the
withdrawal deadline, passed at 5:00 p.m., New York City time, on
November 9, 2012. As a result, validly tendered Notes may no longer
be withdrawn or revoked. Holders who have validly tendered or will
validly tender additional Notes after the early tender deadline and
at or prior to the Expiration Time will receive $1,142.50 per $1,000
principal amount of such Notes tendered and accepted for purchase,
plus accrued and unpaid interest, subject to proration. 
Settlement Date. The settlement date in respect of any Notes that are
validly tendered (and not validly withdrawn) at or prior to the
Expiration Time and that are accepted for purchase, will be promptly
after the Expiration Time and is now expected to be on or about
December 12, 2012, the second business day after the Expiration Time. 
Amount of Notes Tendered. The table below sets forth the results of
the Tender Offer for the Notes, according to information provided by
Deutsche Bank Trust Company Americas (the "Tender Agent"), as of 5:00
p.m., New York City time, on No
vember 20, 2012. As the aggregate
principal amount of the Notes tendered exceeds the $500 million
maximum tender amount, the amount of Notes, if any, that will be
accepted for purchase will be prorated pursuant to the terms of the
Offer to Purchase and the Letter of Transmittal. 


 
                   Title of                                      Approximate
                    Notes        Outstanding                      Percentage
                    to be         Principal     Amount of Notes    of Notes 
  CUSIP/ISIN       tendered         Amount          Tendered       Tendered 
--------------  -------------  ---------------  ---------------  -----------
                9 3/4% Senior                                               
N65965 AN0/     Secured Notes  $922,470,000.00  $678,020,000.00     73.50%  
USN65965AN07       due 2018                                                 
62947Q AK4/                                                                 
US62947QAK40                                                                

 
Terms and Conditions. The Tender Offer is subject to the satisfaction
or waiver of certain terms and conditions, including the Financing
Condition (as defined in the Offer to Purchase). The terms and
conditions of the Tender Offer, including the Financing Condition and
the proration described above, can be found in the Offer to Purchase
and the related Letter of Transmittal.  
Additional Information. Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co.
are serving together as the dealer managers in connection with the
Tender Offer (the "Dealer Managers"). D.F. King & Co., Inc. is
serving as information agent for the Tender Offer (the "Information
Agent"). Deutsche Bank Trust Company Americas is serving as the
Tender Agent. Any questions or requests for assistance or additional
copies of the Offer to Purchase and the Letter of Transmittal may be
directed to the Dealer Managers, the Information Agent or the Tender
Agent. You may also contact your broker, dealer, commercial bank or
trust company or other nominee for assistance concerning the Offer.
Any required documents should be sent or delivered by each holder or
its broker, dealer, commercial bank, trust company or other nominee
to the Tender Agent at the addresses set forth on the back cover of
the Offer to Purchase. None of NXP, NXP B.V., the Dealer Managers,
the Information Agent, the Tender Agent, the trustee for the Notes or
any of their affiliates are making any recommendations to holders of
Notes as to whether to tender or refrain from tendering their Notes
in the Tender Offer. Holders of Notes must decide how many Notes they
will tender, if any. 
Qualification. This announcement is neither an offer to purchase nor
the solicitation of an offer to sell any of the securities described
herein. No offer shall be made in any jurisdiction where such offer
or purchase would be unlawful. Holders should seek their own advice
based on their particular circumstances from an independent adviser.
The offer is made only by, and pursuant to, the terms set forth in
the Offer to Purchase and the Letter of Transmittal, and the
information in this press release is qualified by reference thereto. 
Forward-Looking Statements 
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 other statements
that 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. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any
ongoing obligation to disclose material information as required by
the United States federal securities laws, NXP does not have any
intention or obligation to publicly update or revise any
forward-looking statements after NXP distributes this document,
whether to reflect any future events or circumstances or otherwise.
For a discussion of potential risks and uncertainties, please refer
to the risk factors listed in NXP's SEC filings. Copies of NXP's SEC
filings are available from the SEC website, www.sec.gov. 
About NXP Semiconductors 
NXP Semiconductors N.V. (NASDAQ: NXPI) provides High Performance
Mixed Signal and Standard Product solutions that leverage its leading
RF, Analog, Power Management, Interface, Security and Digital
Processing expertise. These innovations are used in a wide range of
automotive, identification, wireless infrastructure, lighting,
industrial, mobile, consumer and computing applications. NXP is a
global semiconductor company with operations in more than 25
countries. 
For further information, please contact: 
The Dealer Managers 
BofA Merrill Lynch
 One Bryant Park
 New York, NY 10036 
 Attn: Debt
Advisory 
 Collect: +1 (646) 855-3401
 Toll-free: +1 (888) 292-0070  
Deutsche Bank Securities Inc.
 60 Wall Street, 2nd Floor
 New York,
NY 10005
 Attn: Liability Management Group
 Collect: +1 (212)
250-7527
 Toll-free: +1 (855) 287-1922 
Goldman, Sachs & Co.
 200 West Street 
New York, NY 10282
 Attn:
Liability Management Group
 Collect: +1 (212) 902-5183
 Toll-free: +1
(800) 828-3182 
The Tender Agent 
Deutsche Bank Trust Company Americas 
 DB Services Americas, Inc.  
MS JCK01-D218 
 5022 Gate Parkway, Suite 200 
 Jacksonville, FL 32256 
United States of America 
 Attention: Reorganization Unit 
 Tel: +1
(800) 735-7777, Option 1 
 Email: db.reorg@db.com 
The Information Agent 
D.F. King & Co., Inc.
 48 Wall Street, 22nd Floor
 New York, NY
10005
 Tel: +1 (212) 269-5550
 Toll-free: +1 (800) 207-3158
 E-mail:
NXP@dfking.com 
For questions to NXP, please contact: 
Investors
Jeff Palmer
jeff.palmer@nxp.com
+1 (408) 518 5411 
Media
Lieke de Jong-Tops
lieke.de.jong-tops@nxp.com
+31(0)40 272 5202 
 
 
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