Broadcom starts efforts to replace Qualcomm board

Broadcom acquisitionsQualcomm management is making its last minute efforts to retain the control of board of the chipset company from the $130 billion takeover bid of Broadcom.

Qualcomm’s Annual Meeting of Stockholders being held on March 6, 2018 will decide who will run the chip maker in future. Broadcom wants Qualcomm shareholders to elect a new 11 member board to run Qualcomm.

ALSO READ: Qualcomm rejects $130 bn offer from Broadcom

If Broadcom CEO Hock E Tan succeeds in influencing the Qualcomm shareholders to vote for the selection of the new board, it will be the end of the dream run of Irwin M. Jacobs, one of the well admired tech innovators in the world.

Qualcomm, one of the leaders in semiconductor industry, was founded in July 1985 by seven people including Irwin M. Jacobs, Andrew Viterbi, Harvey White, Franklin Antonio, Andrew Cohen, Klein Gilhousen, and Adelia Coffman.

The semiconductor industry is also closely watching the silence from Samsung and Intel, the number one and number two players in the global semiconductor field. Both Samsung and Intel are not ready for a counter-bid for Qualcomm.

A successful bid will result into the movement of two companies – Qualcomm and NXP – into the hands of Broadcom, a relatively small company in the tech world. Qualcomm is in the final process of acquiring NXP.
Semiconductor leadership and Broadcom
Singapore-based Broadcom on January 5 filed definitive proxy materials in connection with its solicitation of proxies to elect 11 independent, qualified nominees to the Qualcomm Board of Directors at Qualcomm’s 2018 Annual Meeting of Stockholders.

US-based Qualcomm has requested its shareholders to reject Broadcom nominees when they meet on March 6. Shareholders have option to submit their vote via digital as well. Both tech companies sent letters explaining their stand.

Broadcom said that there is no antitrust issue concerning this transaction that could not be satisfactorily resolved during the merger clearance process. The two businesses are highly complementary, and Broadcom has already identified the potential regulatory requirements for closing the deal.

Broadcom claims that it has experience in completing complex acquisitions, which includes nearly $50 billion of transactions. Broadcom has not failed to close any signed agreements.

Broadcom has commenced the regulatory approval process, including having filed for HSR and held initial meetings with certain relevant antitrust authorities, and continues to make progress.

Broadcom said it continue to move forward with redomiciling to the U.S. – just yesterday Broadcom filed preliminary proxy materials in connection with a shareholder meeting to approve the redomiciliation.

Broadcom said it continues to receive customer support for the transaction.

Broadcom launched a proxy fight to replace Qualcomm’s Board with nominees selected by it and its private equity backer, Silver Lake Partners. If elected, these nominees would be given control of the technology company.

San Diego, California-based Qualcomm said Broadcom hasn’t taken the necessary steps to start the regulatory approval process in most countries around the world.

Qualcomm said antitrust regulators would require the sale of overlapping product lines. They would also impose restrictions on the combined company’s conduct and require potentially contradictory remedies.

Qualcomm said U.S. antitrust regulators have launched an extended review of the proposed transaction.  Of all the transactions reported to the U.S. government, only 2 to 3 percent receive enhanced scrutiny through a second request.

Qualcomm wants its shareholders for voting the White proxy card and discard the Blue proxy card received from Broadcom. “If you have already returned a Blue proxy card, you can change your vote simply by signing, dating and returning a white proxy card today. Only your latest-dated proxy card will be counted,” Qualcomm said.

Baburajan K

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