March 10, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Freescale Semiconductor Ltd (NYSE:FSL), was announced concerning whether the takeover of Freescale Semiconductor Ltd by NXP Semiconductors N.V. is unfair to NYSE:FSL stockholders.

The investigation by a law firm concerns whether certain officers and directors of Freescale Semiconductor Ltd breached their fiduciary duties owed to NYSE:FSL investors in connection with the proposed acquisition.

On March 2, 2015 NXP Semiconductors N.V. and Freescale Semiconductor, Ltd. (NYSE: FSL) announced that they have entered into an agreement under which NXP Semiconductors N.V. will merge with Freescale Semiconducto, Ltd. in a transaction which values the combined enterprise at just over $40 billion. Under the terms of the agreement, Freescale Semiconductor shareholders will receive $6.25 in cash and 0.3521 of an NXP Semiconductors N.V. ordinary share for each Freescale common share held at the close of the transaction. The transaction values Freescale at approximately $36.14 per share.

However, given that at least one analyst has set the high target price for NYSE:FSL shares at $41.00 per share, the investigation concerns whether the offer is unfair to NYSE:FSL stockholders. More specifically, the investigation concerns whether the Freescale Semiconductor Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Freescale Semiconductor Ltd reported that its annual Total Revenue rose from over $4.18 billion in 2013 to over $4.63 billion in 2014 and that its Net Loss of $208 million in 2013 turned into a Net Income of $251 million in 2014. Shares of Freescale Semiconductor Ltd (NYSE:FSL) grew from $11.52 per share in early 2013 to as high as $34.70 per share in February 2015.