Qualcomm announced early Tuesday, Feb. 20, that it has agreed to an increased bid to buy out NXP, locking in a deal at $127.50 a share in cash, or about $44 billion total. Qualcomm's previous offer was $110 per share, about $39 billion total.
Qualcomm also agreed to lower the minimum tender condition to 70% of NXP's shares outstanding, down from a previous bid to purchase 80% of shares outstanding.
Qualcomm entered into binding agreements with nine NXP shareholders who collectively own more than 29% of NXP's outstanding shares to tender their shares at $127.50 each. According to Qualcomm, those stockholders include funds affiliated with Elliott Advisors Ltd. and Soroban Capital Partners LP.
Qualcomm's increased bid was driven by NXP's strong performance recently, including 2017 year-end results that outperformed Qualcomm's transaction model on revenue, gross margin and earnings before interest and tax. Additionally, "strong market dynamics and positive outlook for key segments" like auto, internet of things and networking plus "high confidence in annualized cost synergies of at least $500 million" contributed to a higher bid, Qualcomm said in a statement.
Qualcomm said it remains "highly confident" in its fiscal 2019 earnings target of $6.75 to $7.50 a share, a goal which includes a $1.50 per share accretion from the NXP acquisition.
"With only one regulatory approval remaining, we are working hard to complete this transaction expeditiously," said Qualcomm CEO Steve Mollenkopf in a statement. "Our integration planning is on track and we expect to realize the full benefits of this transaction for our customers, employees and stockholders."
Qualcomm is still seeking approval from 42% of NXP shares it still needs to close the deal. The company also still needs approval from the Ministry of Commerce in China, but it has already received the go-ahead from the other eight government regulators it needs for the deal.
The move comes as Qualcomm attempts to fend off a takeover bid from Broadcom Ltd. (AVGO) . Broadcom had threatened earlier to withdraw its takeover offer should Qualcomm make a higher bid for NXP.
Qualcomm stock slid 1.33% to $63.99 by the closing bell Tuesday. NXP shares fared better, up 5.96% to $125.56.