Saturday, 16 December, 2017

Qualcomm confirms receiving Broadcom's board nominees

Broadcom fires board broadside from shaky platform Broadcom Goes After Qualcomm's Board As Part Of Takeover Bid
Kayla Schwartz | 04 December, 2017, 20:34

Broadcom said on December 4 that it plans to propose 11 directors for the board of Qualcomm, the rival chipmaker it offered to acquire for roughly $105 billion in cash and stock. Effectively, Broadcom is seeking to bypass the current company leadership and go directly to investors with its takeover bid by asking them to appoint directors who would support the offer.

Broadcom, which is based in Singapore but has announced plans to return to the United States, last month offered to pay $70 per share for Qualcomm in a deal that values the San Diego-based chipmaker at $130 billion including $25 billion in net debt. Since 2010, 57 per cent of global hostile takeover approaches have failed, according to Dealogic.

The move sets the stage for a showdown over the future of San Diego's largest tech company - one of only two Fortune 500 firms headquartered locally. It wasn't enough to impress the board members at Qualcomm, who said it undervalued the company.

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In a press release, Broadcom noted that it would support a decision by the proposed 11 new directors to increase the size of Qualcomm's board and reappoint three current directors "to ensure continuity".

Tom Horton, Qualcomm's presiding director, said no company is better positioned than Qualcomm to bring mobile technologies to these industries. Broadcom chief executive Hock Tan said in a statement that "it remains our strong preference to engage in a constructive dialogue with Qualcomm". However, Qualcomm argues that Broadcom is being opportunistic and seeks to exploit the recent drop in its stock price to pull off an acquisition on the cheap at shareholders' expense. Qualcomm has been in a protracted legal fight with a major customer, Apple, over a number of issues and has been struggling to close its $39bn takeover of rival NXP Semiconductors. It also believes that it already stands in a position to benefit significantly from the introduction of 5G, a wireless standard that will connect a much wider range of devices. Under Broadcom's proposal, Qualcomm stockholders would receive per share and it will consist of $60.00 in cash and $10.00 per share in Broadcom shares.

The proposal was widely seen as a tactic to pressure Qualcomm to negotiate what would be the largest technology deal in history.

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