Filed by Freescale Semiconductor, Ltd.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934
Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184)
The following materials were distributed by Freescale Semiconductor, Ltd. (the “Company”) to its employees on May 27, 2015, in connection with the proposed business combination between the Company and NXP Semiconductors N.V. (“NXP”).
 NXP MT+1 Organization May 27 th , 2015 Confidential and Proprietary |
 • Baseline phase completed • Moved into Design phase on May 6 th • Resolution of functional scope differences • Value capture initiatives and workplans • Day 1 initiatives and workplans • Multiple opportunities for the merged organization have been identified by combining the strengths of both Freescale and NXP • CEO direct reports announced 21 st April • Now announcing the next level “MT+1” Integration progress COMPANY CONFIDENTIAL – INTERNAL USE 1. |
 • Strong teamwork & collaboration between current MTs of Freescale and NXP • Preliminary organization design was established • Major work activities were mapped to determine the appropriate final structure • Two pools were established • Pool 1 where there were obvious fits or need for continuity in the role, no interviews required • Pool 2 where there were multiple candidates for the same role and/or where current “MT+1” will not fulfill a role in the combined company. Interviews were completed, also considering specific location requirements and in some organizations additional assessments were undertaken • Organization structure and appointments have been approved by the Integration Steering Committee • Resulting teams are ideally equipped to deliver the full value of the Freescale – NXP merger MT+1 selection process COMPANY CONFIDENTIAL – INTERNAL USE 2. |
 • Every “MT+1” member, both current and new, to deploy the organization for our BU / Function to their direct reports • Conference call format • Message from Rick deployed across the company May 27 th • All organization charts will be posted on integration website • Sales planned to be announced by June 15 th • Next design step “MT+2” is targeted for end July/August • Timing depends on discussions with and consultation of employee representation partners as well as satisfying legal requirements • Strong collaboration between current and new “MT+1” is expected to continue building a high quality organization • A consistent “MT+2” definition process is being designed and will be communicated • Current structure remains in place until merger – full focus on 2015 execution! Next steps COMPANY CONFIDENTIAL – INTERNAL USE 3. |
 Confidential and Proprietary Freescale.com NXP.com |
 RICK CLEMMER CEO PETER KELLY CHIEF FINANCIAL OFFICER FINANCE GUIDO DIERICK GENERAL COUNSEL LEGAL DAVID REED HEAD OF TECHNOLOGY / OPERATIONS TECHNOLOGY & OPERATIONS STEVE OWEN CHIEF SALES & MARKETING OFFICER SALES & MARKETING DENNIS SHULER CHIEF HUMAN RESOURCES OFFICER HUMAN RESOURCES RUDY STROH BUSINESS UNIT SECURITY & CONNECTIVITY KURT SIEVERS BUSINESS UNIT AUTOMOTIVE TOM DEITRICH BUSINESS UNIT DIGITAL NETWORKING FRANS SCHEPER BUSINESS UNIT STANDARD PRODUCTS PAUL HART BUSINESS UNIT RF POWER CEO DIRECT REPORTS COMPANY CONFIDENTIAL – INTERNAL USE |
 RUDY STROH SECURITY & CONNECTIVITY SECURITY & CONNECTIVITY ULRICH HÜWELS GENERAL MANAGER BL SECURE IDENTIFICATION SOLUTIONS PETE RODRIGUEZ GENERAL MANAGER BL SECURE INTERFACES & POWER RUTGER VRIJEN STRATEGY & CTO RAFAEL SOTOMAOR GENERAL MANAGER BL SECURE MOBILE TRANSACTIONS ASIT GOEL GENERAL MANAGER BL SECURE MONITORING & CONTROL MARK REDFORD OPERATIONS CHRISTOPHER FEIGE GENERAL MANAGER BL SMART ANTENNA SOLUTIONS GEOFF LEES GENERAL MANAGER BL MICROCONTROLLERS ANDREAS MOELICH HUMAN RESOURCES TORSTEN SPINTY FINANCE COMPANY CONFIDENTIAL – INTERNAL USE |
 AUTOMOTIVE KURT SIEVERS AUTOMOTIVE ROBERT CONRAD GENERAL MANAGER BL AUTOMOTIVE MCU JAMES BATES GENERAL MANAGER BL ANALOG & SENSORS TORSTEN LEHMANN GENERAL MANAGER BL CAR INFOTAINMENT & DRIVER ASSISTANCE JOHN VAN RAAIJ OPERATIONS LARS REGER TECHNOLOGY & BUSINESS DEVELOPMENT MEINDERT VAN DEN BELD STRATEGY JENS HINRICHSEN GENERAL MANAGER BL SECURE CAR ACCESS & NETWORKING TBD SALES & MARKETING FRANZ-JOSEF WAGNER HUMAN RESOURCES KEVIN SPEIRITS FINANCE COMPANY CONFIDENTIAL – INTERNAL USE |
 TOM DEITRICH DIGITAL NETWORKING DIGITAL NETWORKING SRINATH RAJEN FINANCE ANDREA HANDY HUMAN RESOURCES FARES BAGH WORLDWIDE HW DESIGN DAWIT BELETE OPERATIONS TAREQ BUSTAMI PRODUCT MANAGEMENT SATINDER SOHI INDIA DESIGN MANAGER RAJA TABET WORLDWIDE SW DESIGN COMPANY CONFIDENTIAL – INTERNAL USE |
 FRANS SCHEPER STANDARD PRODUCTS ACHIM KEMPE GENERAL MANAGER DHAM STANDARD PRODUCTS JÜRGEN LANGE GENERAL MANAGER BL GA GERWIN HEYER OPERATIONS & QUALITY MARKUS MOSEN GENERAL MANAGER BL BIPOLAR ERIK JUST FINANCE JENNIFER ZHAO GENERAL MANAGER BL LOGIC JULIAN HUMPHREYS GENERAL MANAGER BL POWER MOS BIANCA WILLEMS HUMAN RESOURCES RAINER BUSCHKE STRATEGY & BUSINESS DEVELOPMENT WERNER RIETHMUELLER R&D GERTON JANSEN SALES & MARKETING NELSON YUNG ASSEMBLY & BACKEND COMPANY CONFIDENTIAL – INTERNAL USE |
 PETER KELLY FINANCE JULIEN DEREGNAU- COURT CONTROLLER FINANCE ERIK FREDRIKS TAX LUC DOBBELEER TREASURY JEFF PALMER INVESTOR RELATIONS HENRI ARDEVOL STRATEGY KAREN RAPP INTEGRATION LAURA RUSSELL RF POWER NEILL REYNOLDS TECHNOLOGY & OPERATIONS KEVIN SPEIRITS AUTOMOTIVE ERIK JUST STANDARD PRODUCTS WILLIAM BETZ BP&A & SALES TORSTEN SPINTY SECURITY & CONNECTIVITY SRINATH RAJEN DIGITAL NETWORKING OLLI HYYPPA IT COMPANY CONFIDENTIAL – INTERNAL USE |
 GUIDO DIERICK LEGAL JEAN SCHREURS CORPORATE, FINANCIAL, LABOR LAW & COMPLIANCE LEGAL CHARLES SMIT GLOBAL BUSINESS SUPPORT JENNIFER WUAMETT DEPUTY GENERAL COUNSEL, IP & LITIGATION COMPANY CONFIDENTIAL – INTERNAL USE |
 DAVID REED TECHNOLOGY & OPERATIONS JACQUELINE MCNULTY PROCUREMENT TECHNOLOGY & OPERATIONS JINDOO WHANG ASSEMBLY & TEST HAI WANG TECHNOLOGY & EXTERNAL OPERATIONS CHRIS COLLINS PRODUCT & TECHNOLOGY ENABLEMENT NANCY FARES SYSTEM SOLUTIONS STEVE FREZON FABS KEIVAN KESHVARI SUPPLY CHAIN GARIC POWER GLOBAL QUALITY NEILL REYNOLDS FINANCE DEBRA HOWARD HUMAN RESOURCES COMPANY CONFIDENTIAL – INTERNAL USE |
 DENNIS SHULER HUMAN RESOURCES JAN VERNON COMPENSATION BENEFITS & HRIS HUMAN RESOURCES STEFAN HERMANS HR COUNTRY OPERATION, HR FUNCTION F&A, LEGAL CHRIS JENSEN TALENT ACQUISITION, MANAGEMENT, LEARNING & DEVELOPMENT RICHARD MORALES DIVERSITY & INCLUSION, COMMUNITY RELATIONS ANDREA HANDY DIGITAL NETWORKING DEBRA HOWARD TECHNOLOGY & OPERATIONS CHRISTINE MARTINEZ RF POWER ANDREAS MOELICH SECURITY & CONNECTIVITY FRANZ- JOSEF WAGNER AUTOMOTIVE PAUL SEXTON SALES & MARKETING PAM BROWN HR US & HR STRATEGY HR FOR HR TBD STANDARD PRODUCTS COMPANY CONFIDENTIAL – INTERNAL USE |
Cautionary Statement Regarding Forward Looking Statements
This document includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” intend,” “expect,” “anticipate,” “believe,” “target,” “plan,” “providing guidance” and similar expressions are intended to identify information that is not historical in nature.
This document contains forward-looking statements relating to the proposed transaction between the Company and NXP pursuant to a merger. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of the transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of NXP following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of each of the Company and NXP may not be obtained; (2) there may be a material adverse change of the Company or the business of the Company may suffer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the timing or outcome of pending or future legal proceedings may be difficult to predict; (5) there may be difficulties and delays in achieving synergies and cost savings; and (6) other risk factors as detailed from time to time in the Company’s and NXP’s reports filed with the Securities and Exchange Commission (“SEC”), including the preliminary proxy statement/prospectus originally filed with the SEC by NXP on April 2, 2015, and amended on May 8,
2015, the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2015, which are available on the SEC’s Website (www.sec.gov). There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized.
Neither the Company nor NXP undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It
On May 8, 2015, NXP filed with the SEC an amendment to the Registration Statement on Form F-4 that was originally filed on April 2, 2015, which includes a preliminary proxy statement of the Company and a preliminary prospectus of NXP. The Registration Statement has not been declared effective by the SEC and the definitive proxy statement/prospectus is not currently available. Following the Registration Statement having been declared effective by the SEC, NXP and the Company will deliver the definitive proxy statement and prospectus, respectively, to their shareholders. INVESTORS ARE URGED TO READ THE PRELIMINARY PROSPECTUS/PROXY STATEMENT, AND THE DEFINITIVE PROSPECTUS/PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain the preliminary prospectus/proxy statement, as well as other filings containing information about the Company and NXP, free of charge, from the SEC’s Website (www.sec.gov). Investors may also obtain the Company’s SEC filings in connection with the transaction, free of charge, from the Company’s Web site (www.investors.freescale.com) under the link “Investors Relations” and then under the tab “SEC Filings,” or by directing a request to Freescale Semiconductor, Ltd., 6501 William Cannon Drive West, MD OE62, Austin, Texas 78735, Attention: Secretary. Investors may also obtain NXP’s SEC filings in connection with the transaction, free of charge, on NXP’s Investor Relations internet website athttp://www.nxp.com/investor or by contacting NXP’s Investor Relations Contact by phone at 1-408-518-5411.
Participants in the Merger Solicitation
The respective directors, executive officers and employees of the Company and NXP and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding the Company’s directors and executive officers and a description of their interests in the acquisition is set forth in the preliminary proxy statement/prospectus originally filed with the SEC by NXP on April 2, 2015, and amended on May 8, 2015, and additional information regarding the Company’s directors and executive officers is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 6, 2015, and its proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on March 16, 2015. Information regarding the directors and executive officers of NXP is set forth in its Annual Report on Form 20-F for the year ended December 31, 2014, which was filed with the SEC on March 6, 2015. These documents can be obtained free of charge from the sources indicated above. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
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buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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