Published in PC Hardware

Qualcomm rejects new Broadcom offer

by on09 February 2018


Still undervalued

Qualcomm has rejected Broadcom revised $121 billion buyout offer, but proposed meeting its peer see if there is a chance of sorting out what it called the bid’s “serious deficiencies in value and certainty”.

Qualcomm’s response attempts to strike a balance between the continued resistance of Broadcom’s takeover attempt and heeding the calls of some Qualcomm shareholders, who urged the company in recent days to engage with its rival in case it can clinch an attractive deal.

Broadcom said it proposed to meet by this weekend, but Qualcomm was not willing to meet until after the two companies’ respective meetings with proxy advisors Glass Lewis and ISS.

CEO Hock Tan told Qualcomm Executive Chairman Paul Jacobs in a letter: "We hope that your willingness to meet with us reflects Qualcomm’s genuine intent to reach an agreement concerning our February 5 proposal."

Broadcom said its latest offer was “best and final” and that it had strong Qualcomm stockholder support.

Qualcomm had rejected Broadcom’s first unsolicited $103 billion acquisition offer in November, without engaging further. In response, Broadcom nominated a slate of directors to replace Qualcomm’s board.

Qualcomm shareholders are scheduled to vote on these nominations at a March 6 meeting.

Qualcomm said Broadcom’s latest $82 per share offer, comprising $60 per share in cash and $22 per share in stock, “materially undervalues” Qualcomm and falls short of the firm regulatory commitment it would demand given the significant antitrust risks involved.

Broadcom has promised to pay a breakup fee of $8 billion in the event regulators to thwart the deal, as well as a “ticking” fee of six percent per year on the cash portion of the consideration if the sale takes more than a year to close.

Qualcomm argued this would not compensate the company if several large customers were to walk away or infringe their licensing agreements.

It believes Broadcom needs to offer a “hell or high water” legal commitment to complete the deal irrespective of divestitures that antitrust watchdogs around the world may require

Qualcomm’s Jacobs wrote to Broadcom’s Tan in a letter published by Qualcomm: "If you are not willing to agree to do whatever is necessary to ensure a transaction closes, we will need you to be extremely clear and specific about exactly what actions you would refuse to take, so that we can properly evaluate the risk to Qualcomm’s shareholders.”

Qualcomm said in its statement that Broadcom’s plan to address antitrust concerns by selling two Qualcomm businesses, its Wi-Fi networking processors and RF Front End chips for mobile phones, was inadequate to allay fears that the deal would not win regulatory approval.

Qualcomm replied that the regulatory approval process could take longer than 18 months and disrupt Qualcomm during a period of explosive innovation in the industry that includes the development of 5G mobile phones, autonomous driving and the internet of things.

Last modified on 09 February 2018
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