February 25, 2018

Broadcom Raises Offer for Qualcomm

07 February 2018, 12:32 | Megan Pierce

Broadcom made an unsolicited bid for the chip maker

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Qualcomm in November rejected Broadcom's US$70 per share cash-and-stock bid that valued the company at US$103 billion. The Qualcomm board rejected Broadcomm's prior offer, complaining that it "dramatically [undervalued]" the Snapdragon designer and came with too much regulatory uncertainty.

Broadcom raised its bid for rival computer chipmaker Qualcomm on Monday to $121 billion, offering the richest-ever takeover effort in the tech sector in an effort to become the dominant player in the fast-growing market for connected devices. That $60 offer is a 50% premium over Qualcomm stock's closing price on November 2, 2017.

Qualcomm confirmed that it had received the higher offer but said it would not comment until it had reviewed the materials with its advisors.

To further sweeten the deal and address regulatory concerns, Broadcom said it would be willing to increase the cash portion of the deal if the sale was not completed within a year of agreeing to terms. It has also proposed to pay Qualcomm a "reverse termination fee" of up to $10 billion if regulators block the deal.

Broadcom's new offer would give Qualcomm shareholders $60 per share in cash, the same cash payment the company offered previously. The increase in stock means Broadcom shareholders will have to vote on the offer.

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Qualcomm's stock was down 4% at $63.38 per share. Broadcom's original offer had drawn an abrupt rejection: "No company is better positioned in mobile, IoT, automotive, edge computing and networking within the semiconductor industry".

Broadcom also said it is prepared to pay a significant termination fee if the deal can not obtain the required government regulatory approvals. Activist investor Paul Singer has already demanded that Qualcomm raise its offer for NXP. He wants Qualcomm for its leading smartphone modem chip division, an example of what he calls a "franchise" that will continue to dominate, according to Bloomberg.

The renewed bid comes a month before Qualcomm's annual shareholder meeting, when Broadcom hopes to replace Qualcom's current board of directors.

Tan, in the letter, said Broadcom has commitment papers with financiers to fund the transaction and that its board will invite Qualcomm's chairman and one other Qualcomm director to join Broadcom's board after completing the deal.

The bid was meant to bring Qualcomm back to the negotiating table, ahead of Qualcomm's shareholder meeting on March 6.

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