SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 or 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
Report
on Form 6-K dated August 20, 2008
STMicroelectronics
N.V.
(Name of
Registrant)
39,
Chemin du Champ-des-Filles
1228
Plan-les-Ouates, Geneva, Switzerland
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
X Form
40-F _
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes
No X
Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No X
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with
Rule
12g3-2(b): 82- __________
Enclosure: A
press release dated August 20, 2008, announcing that STMicroelectronics and
Ericsson have agreed to create a joint venture in the industry of semiconductors
and platforms for mobile applications.
 |
 |
PRESS
RELEASE
Ericsson
and STMicroelectronics to Create World Leader
in
Semiconductors and Platforms for Mobile Applications
Geneva
and Stockholm, August 20, 2008 -- STMicroelectronics (NYSE:STM) and Ericsson
(NASDAQ:ERIC) today announced an agreement to merge Ericsson Mobile Platforms
and ST-NXP Wireless into a joint venture. The 50/50 joint venture will have the
industry’s strongest product offering in semiconductors and platforms for mobile
applications and will be an important supplier to Nokia, Samsung, Sony Ericsson,
LG and Sharp. The fabless joint venture will employ almost 8,000 people with
pro-forma 2007 sales of USD 3.6B. ST is expected to exercise its
option to buy NXP’s 20 percent of ST-NXP Wireless before the closing of this
transaction.
In
the joint venture, ST contributes its industry-leading multimedia and
connectivity solutions as well as a complete world-class 2G/EDGE platform and
strong 3G offering, including customer relationships with Nokia, Samsung, and
Sony Ericsson. Ericsson contributes its industry-leading 3G and LTE platform
technology as well as customer relationships with Sony Ericsson, LG and Sharp.
The joint venture, staffed by proven professionals across all functional areas,
is designed for long-term stability in its original structure, and is set to
become an industry leader in product research, as well as design, development,
and the creation of cutting-edge mobile platforms and wireless
semiconductors.
In
a business where scale matters, the complementary product portfolios contributed
by the parent companies will deliver significant scale and synergies by
leveraging and expanding the existing strategic cooperation between Ericsson
Mobile Platforms and ST-NXP Wireless.
“By
combining the complementary strengths and product offerings of Ericsson and ST
in platforms and semiconductors the joint venture is well positioned to become a
world leader,” said Carl-Henric Svanberg, President and CEO of Ericsson. “The
industry continues to develop at a swift pace and customers see benefits from
our broad offering. This partnership is a perfect fit and secures a complete
offering, as well as the necessary scale for technology
leadership.”
“ST
is taking another bold step. By combining two industry-leading operations, we
will create a world leader in mobile platforms and semiconductor solutions with
even stronger capabilities to create customer value and continue to deliver
rapid innovation,” said Carlo Bozotti, President and CEO of ST. “In April, we
announced a plan to join wireless resources with NXP to strengthen our wireless
business and enhance our leadership position in a sector which we have targeted
for strong organic and external growth and substantial expansion of financial
returns.
1
Now,
we’ve expanded our ambitions and will be even better positioned to meet our
opportunities.”
Frans van
Houten, CEO of NXP, said: “We understand the desire of ST to call our 20 percent
stake in order to expand the ST-NXP Wireless joint venture with Ericsson. We
support this next step that Ericsson and ST are taking to create the global
leader in wireless semiconductors. To help ensure the success of the joint
venture going forward all NXP’s supply and support agreements will continue as
planned. The additional proceeds of the 20 percent stake will enable NXP to
further build leadership positions through innovation and investment in NXP's
core businesses.”
The
joint venture’s top-tier and broad customer base will also benefit from a
tighter relationship that follows from the success of the existing cooperation
between ST and Ericsson. The businesses being combined are major suppliers to
four of the industry’s top five handset manufacturers, who together represent
almost 80 percent of handset shipments, as well as to other exciting industry
leaders.
The
joint venture will rely on its complete platform offering, which will include
modems, multimedia and connectivity solutions for 2G/EDGE, 3G, HSPA and LTE
technologies. It will also include all appropriate hardware, software and
support to enable handset manufacturers to develop mass-market products.
Ericsson Mobile Platforms has state-of-the-art mobile modem design and mobile
terminal architecture expertise and ST-NXP Wireless brings vast experience in
wireless semiconductor development, including an industry-leading ASIC, ASSP,
Application Processor and connectivity portfolio and hardware assembly and
testing.
The
business in the 50/50 joint venture will be led by a development and marketing
company with approximately 7,000 people employed. This company will be
consolidated by ST and Ericsson will account for it using the equity method. A
separate platform design company, with approximately 1,000 people employed, will
provide platform designs to the development and marketing company. Ericsson will
consolidate this company and ST will account for it using the equity method. Of
the almost 8,000 people employed, almost 5,000 will be from ST-NXP Wireless and
roughly 3,000 will be from Ericsson Mobile Platforms. The new company will be
fabless and will use silicon technologies and manufacturing capabilities from ST
and other external providers.
The
joint venture will be headquartered in Geneva, Switzerland and governance will
be balanced. Each parent will appoint four directors to the board and Ericsson
will designate Carl-Henric Svanberg as the Chairman of the Board while ST will
appoint Carlo Bozotti as the Vice Chairman. In addition, ST will designate the
Chief Executive Officer and Ericsson will appoint the Executive Vice President
to the company. An integration management team, led by Alain Dutheil, has
already been selected.
The
joint venture will acquire relevant assets from the parent companies. After
these acquisitions the joint venture will have a cash position of about USD
0.4B. Ericsson will contribute USD 1.1B net to the joint venture, out of which
USD 0.7B will be paid by the joint venture to ST. The joint venture is subject
to ordinary regulatory approvals.
As ST-NXP
Wireless was launched as an 80-20 venture between STMicroelectronics and NXP, ST
will acquire the remaining shares under the terms already agreed with NXP. The
value of the 20 percent stake will be a function of the last twelve months (LTM)
performance of the ST-NXP Wireless joint venture at the exercise of the call,
which is expected to take place before the closing of the transaction between ST
and Ericsson.
2
On
September 1, 2001, Ericsson formed Ericsson Mobile Platforms to offer 2.5G and
3G platforms to manufacturers of mobile phones and other wireless devices, based
on Ericsson’s global standardization leadership and the world’s strongest
intellectual property rights portfolio for 2.5G and 3G mobile phone systems. The
rationale for the new company was the transformation of the handset industry
where few companies would be able to deliver chip-sets, but many to deliver
handsets. Ericsson Mobile Platforms is the supplier of 3G and HSPA platforms to
Sony Ericsson, LG and Sharp. The unit is headquartered in Lund, Sweden and is a
part of Business Unit Multimedia within the Ericsson Group.
ST-NXP
Wireless began operations on August 2 and the new entity is a global provider of
platform solutions and ICs for wireless communications, offering leading-edge
capabilities in 2G, 2.5G (GPRS), 2.75G (EDGE), 3G, LTE, multimedia, and
connectivity. Nearly three-quarters of the company’s sales are in product
categories in which ST-NXP Wireless is the market leader and its strong position
in TD-SCDMA established the new company with a solid foundation in the rapidly
growing China market. The joint venture has been created from successful
businesses that generated USD 3B in revenue in 2007 and which has produced
thousands of important communication and multimedia patents.
SEB
Enskilda is acting as Ericsson’s sole financial advisor in the transaction while
Morgan Stanley and UBS are acting as financial advisors, respectively, to ST and
its Supervisory Board.
Notes
to editors:
Carlo
Bozotti, President and CEO of STMicroelectronics and Carl-Henric Svanberg,
President and CEO of Ericsson, will hold a joint conference for media and
analysts in London at 12.00 noon UK time, 1.00 pm CET, to comment on today’s
announcement. The press conference will be webcast and available at
www.ericsson.com/press and on ST’s website at http://investors.st.com.
An
analysts, investors and media conference call will begin at 3.00pm UK time, 4.00
pm CET.
Photos
will be available during the day at
www.ericsson.com/ericsson/press/photos/index.shtml
and
at
www.st.com/stonline/press/news/year2008/photos.zip
Carl-Henric
Svanberg’s bio and photos are available at
www.ericsson.com/ericsson/corpinfo/management/carl-henric_svanberg.shtml
Carlo
Bozotti’s bio and photo is available at
www.st.com/stonline/company/bio/bozotti.htm
Ericsson's
standard multimedia content is available at the broadcast
room:
www.ericsson.com/broadcast_room
About
Ericsson
Ericsson
is the world's leading provider of technology and services to telecom operators.
The market leader in 2G and 3G mobile technologies, Ericsson supplies
communications services
3
and
manages networks that serve more than 195 million subscribers. The company's
portfolio comprises mobile and fixed network infrastructure, and broadband and
multimedia solutions for operators, enterprises and developers. The Sony
Ericsson joint venture provides consumers with feature-rich personal mobile
devices.
Ericsson
is advancing its vision of "communication for all" through innovation,
technology and sustainable business solutions. Working in 175 countries, more
than 70,000 employees generated revenue of USD 27.9 billion (SEK 188 billion) in
2007. Founded in 1876 and headquartered in Stockholm, Sweden, Ericsson is listed
on OMX Nordic Exchange Stockholm and NASDAQ.
For
more information, visit www.ericsson.com
or www.ericsson.mobi.
About
STMicroelectronics
STMicroelectronics
is a global leader in developing and delivering semiconductor solutions across
the spectrum of microelectronics applications. An unrivalled combination of
silicon and system expertise, manufacturing strength, Intellectual Property (IP)
portfolio and strategic partners positions the Company at the forefront of
System-on-Chip (SoC) technology and its products play a key role in enabling
today's convergence markets. The Company's shares are traded on the New York
Stock Exchange, on Euronext Paris and on the Milan Stock Exchange. In 2007, the
Company's net revenues were $10 billion. Further information on ST can be found
at www.st.com
FOR
FURTHER INFORMATION, PLEASE CONTACT
Ericsson
Media
Ericsson
Media Relations
Phone:
+46 8 719 6992
E-mail: press.relations@ericsson.com
Investors
Ericsson
Investor Relations
Phone:
+46 8 719 0000
E-mail: investors.relations.se@ericsson.com
STMicroelectronics
Media
Maria
Grazia Prestini
Phone:
+41 22 929 6945
E-mail: mariagrazia.prestini@st.com
Investors
Tait
Sorensen
Phone:
+1-602-485-2064
E-mail: tait.sorensen@st.com
Disclosure
Pursuant to the Swedish Securities Markets Act
Ericsson
discloses the information provided herein pursuant to the Securities Markets
Act. The information was submitted for publication at 08.00 CET, on August 20,
2008.
4
Safe
Harbor Statement
Some
of the statements contained in this release that are not historical facts are
statements of future expectations and other forward-looking statements (within
the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the
Securities Exchange Act of 1934, each as amended) based on management’s current
views and assumptions. Such forward-looking statements are subject to
various risks and uncertainties, which may cause actual results and performance
of our business to differ materially and adversely from the forward-looking
statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this release. We do not
intend, and do not assume any obligation, to update any information or
forward-looking statements set forth in this release to reflect subsequent
events or circumstances.
5
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, STMicroelectronics N.V. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| STMicroelectronics N.V. | ||||
|
Date: August 20,
2008
|
By:
|
/s/ Carlo Ferro | ||
| Name: | Carlo Ferro | |||
| Title: | Executive Vice President and Chief Financial Officer | |||