Statement Summary
NXP Semiconductors N.V. received a response from the Office of Mergers and Acquisitions, Division of Corporation Finance, regarding the use of notice and access to furnish proxy materials. The Division will not object to NXP’s plan based on specific facts outlined in a letter received on April 30, 2025.
Key points include:
- NXP’s inability to send required notices 40 days prior to the shareholder meeting due to Dutch law.
- NXP will file definitive proxy statements and annual reports 40 days in advance.
- NXP will announce the availability of these materials via press release.
- NXP intends to distribute notices promptly after obtaining the shareholder list.
This response is contingent on the facts presented, and any changes could lead to different conclusions.
Original Statement
NXP Semiconductors N.V.
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
April 30, 2025
Via EmailBrian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
Brian.Breheny
Re: NXP Semiconductors N.V.
Incoming letter dated April 30, 2025Dear Mr. Breheny:
We are responding to your letter dated April 30, 2025, addressed to Tiffany Posil and Laura McKenzie. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.
Based on the facts and representations presented in your letter, the Division of Corporation Finance will not object if NXP Semiconductors N.V. uses notice and access pursuant to Rule 14a-16 of the Exchange Act to furnish proxy materials as described in your incoming letter.
In particular, we note:
- Because Dutch law mandates that the record date be set at the 28th day prior to the date of the general meeting of shareholders, the Company is unable to comply with the requirement in Rule 14a-16(a) to send a Notice of Internet Availability of Proxy Materials (“Notice”) at least 40 calendar days prior to the shareholder meeting date;
- The Company undertakes to file its definitive proxy statement and annual report with the Commission, and to make such materials available on the Company’s website, at least 40 calendar days in advance of the general meeting, as described in your letter;
- The Company undertakes to issue a press release announcing the availability of its proxy statement and annual report, that the Company intends to use notice and access, when the Company expects to distribute the Notice, and how shareholders can request paper copies of the proxy materials, as described in your letter;
- The Company undertakes to distribute the Notice as quickly as possible following receipt of the shareholder list as of the record date and such distribution is expected to be completed within 5 business days of the record date.
This position is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that your request may raise.
Sincerely,
/s/ Tiffany Posil
Tiffany Posil
Chief, Office of International Corporate Finance
Division of Corporation Finance
Last Reviewed or Updated: April 30, 2025
