---

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.

(Name, address and telephone number of person authorized to receive notices

and communications on behalf of the person filing statement)

 

---

 

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 is hereby amended to add the following:

 

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