Exhibit 99.2
NXP announces launch of exchange offer for its Notes
Eindhoven, The Netherlands — NXP B.V. (“NXP”) announced today the launch of offers to exchange (the “Exchange Offers”) up to €1,000,000,000 principal amount Floating Rate Senior Secured Notes due 2013, $1,535,000,000 principal amount Floating Rate Senior Secured Notes due 2013, $1,026,000,000 principal amount 7 7/8% Senior Secured Notes due 2014, €525,000,000 principal amount 8 5/8% Senior Notes due 2015 and $1,250,000,000 principal amount 9 1/2% Senior Notes due 2015 (the “Exchange Notes”) for any and all of its outstanding euro-denominated Floating Rate Senior Secured Notes, dollar-denominated Floating Rate Senior Secured Notes, dollar denominated 7 7/8% Senior Secured Notes, euro-denominated 8 5/8% Senior Notes and dollar-denominated 9 ½% Senior Notes (the “Existing Notes”). The Exchange Notes are identical in all material respects to the Existing Notes, except that the Exchange Notes have been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are not subject to the transfer restrictions and registration rights relating to the Existing Notes. The Exchange Notes will be guaranteed on a senior basis by certain of our current and future material wholly-owned subsidiaries.
The exchange offers for dollar-denominated outstanding notes expire at 5:00 PM (New York City time) on May 30, 2007, unless extended. The exchange offers for euro-denominated outstanding notes expire at 5:00 PM (London time) on May 30, 2007, unless extended. The Exchange Offers are not conditioned upon any minimum principal amount of Existing Notes being tendered for exchange. Any Existing Notes not tendered will remain subject to existing transfer restrictions.
The Existing Notes were sold to institutional investors in a private placement on October 12, 2006, at which time NXP agreed to file a registration statement with the SEC for the Exchange Offers prior to January 5, 2008. The SEC declared the registration statement relating to the Exchange Offers effective on April 26, 2007. NXP expects the Exchange Notes to be accepted for clearance through Euroclear and Clearstream or DTC, as applicable, with the following CUSIP / common codes and international securities identification numbers:
Exchange Notes |
| CUSIP |
| Common Code |
| ISIN |
EUR Floating Rate Senior Secured Notes due 2013 |
|
|
| 029843643 |
| XS0298436436 |
USD Floating Rate Senior Secured Notes due 2013 |
| 62947Q AE8 |
|
|
| US62947QAE89 |
USD 7⅞% Senior Secured Notes due 2014 |
| 62947Q AF5 |
|
|
| US62947QAF54 |
EUR 8⅝% Senior Notes due 2015 |
|
|
| 029843708 |
| XS0298437087 |
EUR 9½% Senior Notes due 2015 |
| 62947Q AG3 |
|
|
| US62947QAG38 |
The Existing Notes are listed on the Alternative Securities Market of the Irish Stock Exchange (SEDOL B1FSGX0 for the euro-denominated Floating rate Senior Secured Notes due 2013; SEDOL B1FSJG4 for the dollar-denominated Floating rate Senior Secured Notes due 2013; SEDOL B1FSDN9 for the dollar-denominated 7 7/8% Senior Secured Notes due 2014; SEDOL B1FSJ53 for the euro-denominated 8 5/8% Senior Notes due 2015 and SEDOL B1FSJK8 for the dollar-denominated 9 ½ %
Senior Notes due 2015).Application has been made for the Exchange Notes to be listed on the Alternative Securities Market of the Irish Stock Exchange.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any Exchange Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
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NXP B.V.
Investor Relations
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
Jan Maarten Ingen Housz
+31 40 27 22315
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+31 40 27 25159
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