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NXP and Freescale Announce Completion of Merger

NXP Semiconductors N.V. andFreescale Semiconductor, Ltd. have completed the merger pursuant to the terms of the previously announced merger agreement fromMarch 2015. The merger has created a high performance mixed signal semiconductor industry leader, with combined revenue of over$10 billion. The merged entity will continue operations asNXP Semiconductors N.V. and has become the market leader in automotive semiconductor solutions and in general purpose microcontroller (MCU) products.

Through this merger we have created an industry powerhouse focused on the high growth opportunities in the Smarter World, capitalizing on the emerging opportunities offered by the accelerating demand for connectivity, processing and security. Todays formation of the new NXP is a transformative step on our journey to become the industry leader in high performance mixed signal solutions, saidRick Clemmer, NXP Chief Executive Officer. This merger enables us to deliver more complete solutions to our customers as we are emerging as the leader in the Secure Connections and the supporting infrastructure for the Smarter World domain. As a result, we reiterate today that we fully expect to continue to significantly out-grow the overall market, drive world-class profitability and generate even more cash, allowing us to continue creating significant value for NXPs shareholders.

As previously announced, the transaction is expected to be accretive to NXP non-GAAP earnings in 2016, and NXP anticipates achieving cost savings of$200 millionin 2016 with a clear path to$500 millionof annual cost synergies.

NXP also today announced the closing of the divestiture of itsRF Powerbusiness toJianguang Asset Management Co. Ltd(JAC Capital), after receiving official confirmation thatJAC Capitalhas deposited the required funds at its bank inChinato pay the purchase price.The cash proceeds for the sale will be received later this month following the required regulatory filings for cross-border transfers of funds from China.NXP has obtained bridge financing until the funds are received.

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