ALSO READ: Latest news from Mobile World Congress 2018
The decision of Broadcom to reduce the bid price follows Qualcomm’s announcement that it would increase the bid price for NXP Semiconductors.
Broadcom said it is adjusting its offer following the Qualcomm board’s decision to transfer $4.10 per Qualcomm share (or $6.2 billion of value) from Qualcomm stockholders to NXP stockholders.
Broadcom is prepared to acquire Qualcomm for $79 per Qualcomm share, consisting of $57 in cash and $22 in Broadcom shares (premised on Qualcomm’s revised agreement to acquire NXP at $127.50 per NXP share).
In addition, Qualcomm shareholders would automatically get a $3 in cash per share, or $82 — $60 in cash and $22 in Broadcom shares — per Qualcomm share, if Qualcomm is unable to complete the NXP acquisition.
There are no other changes in Broadcom’s merger agreement, including $8 billion regulatory reverse termination fee and 6 percent per annum ticking fee accruing from and after the 12-month anniversary of the date of the merger agreement.
Broadcom said Qualcomm should have preserved value by following ISS’s recommendation to work with Broadcom on the NXP transaction and negotiate the sale of Qualcomm to Broadcom.
It said Qualcomm’s board acted against the best interests of its stockholders by transferring excessive value to NXP’s activist stockholders.
Broadcom is confident that Qualcomm’s stockholders will support its proposal to acquire Qualcomm at its annual meeting on March 6, 2018.