Eindhoven, The Netherlands – NXP B.V. today announced that its holding company, which will be converted into a public company and named NXP Semiconductors N.V., has filed a registration statement with the Securities and Exchange Commission in the United States for a potential initial public offering of its common stock. Bookrunners (in alphabetical order):

Credit Suisse                                                        Goldman, Sachs & Co.                              Morgan Stanley
              BofA Merrill Lynch                                                                              Barclays Capital

The number of shares to be sold and the price range for the proposed offering have not yet been determined.

A registration statement relating to these securities has been filed today with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering will be made only by means of a prospectus. A copy of the prospectus relating to these securities may be obtained, when available, from: Credit Suisse Securities (USA) LLC, One Madison Avenue, 1B, New York, NY 10010, United States, Attention: Prospectus Department, Phone: +1-800-221-1037; Goldman, Sachs & Co., 200 West Street, New York, NY 10282, United States, Attention: Prospectus Department, Phone: +1-866-471-2526, Fax: +1-212-902-9316; and Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, Phone: +1-866-718-1649

European Economic Area

This document does not constitute an offer to sell or solicitation of an offer to purchase any common stock in the European Economic Area. In relation to each member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), the offering of common stock will not be made to the public in that Relevant Member State, except, with effect from and including the Relevant Implementation Date:
(i) to qualified investors (as defined in the Prospectus Directive or implementing legislation in the Relevant Member State) (“Qualified Investors”);
(ii) to fewer than 100 natural or legal persons (other than Qualified Investors); or
(iii) in any other circumstances which do not require the publication by the NXP of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision and when used elsewhere in this announcement, the expression an “offer of common stock to the public”, or any similar expression, in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offering and the common stock to be offered so as to enable an investor to decide to purchase or subscribe for the common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” when used in this announcement means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

About NXP Semiconductors

NXP Semiconductors provides High Performance Mixed Signal and Standard Product solutions that leverage its leading RF, Analog, Power Management, Interface, Security and Digital Processing expertise. These innovations are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. Headquartered in Europe, the company has about 27,000 employees working in more than 25 countries and posted sales of USD 3.8 billion in 2009.

Forward-looking Statements

This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of NXP and certain plans and objectives of NXP with respect to these items. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.