Simpson Thacher represented NXP Semiconductors N.V. (NASDAQ: NXPI) in connection with its announced merger with Freescale Semiconductor, Ltd. (NYSE: FSL), a transaction which values the combined enterprise at just over $40 billion. Under the terms of the agreement, Freescale shareholders will receive $6.25 in cash and 0.3521 of an NXP ordinary share for each Freescale common share held at the close of the transaction. The purchase price implies a total equity value for Freescale of approximately $11.8 billion, based on NXP’s closing stock price as of February 27, 2015, and a total enterprise value of approximately $16.7 billion including Freescale’s net debt. The transaction is expected to close in the second half of calendar year 2015.

The Simpson Thacher team included Elizabeth Cooper, Gary Horowitz, Ravi Purushotham, Michael Guo and Deb Gruen (M&A); Nick Shaw, Wim de Vlieger and Sven Frode Frolund (Capital Markets); Sinead O’Shea (Banking & Credit); Rob Holo and Sophie Staples (Tax); David Rubinsky, Andrew Blau, Alisa Tschorke and Holly Gurian (ECEB); Adeeb Fadil and Timothy Mulvihill (Environmental); Peter Guryan and Richard Jamgochian (Antitrust); and Linda Nyberg (IP).