Qualcomm Refused to Engage With Broadcom

Broadcom Limited issued a statement in response to the announcement by Qualcomm Incorporated regarding its standalone approach.

Despite the clear customer and stockholder support for the value-maximizing transaction proposed by Broadcom, Qualcomm has refused to engage with Broadcom and has instead elected to remain a standalone company, which fails to address Qualcomm’s fundamental business challenges, including its ongoing disputes with customers and regulatory investigations in numerous jurisdictions.

Qualcomm management has repeatedly overpromised and under-delivered since the announcement of its strategic realignment plan in 2015, resulting in an inability to meet financial targets as well as deteriorating profitability and destruction of stockholder value. Qualcomm’s approach is a transparent attempt to sell a quick fix by the Qualcomm board of directors and management team and an obvious tactic to deny its own stockholders the opportunity to receive a compelling premium for their shares and significant upside potential in the combined company.

Based on the highly complementary nature of the businesses of the two companies, Broadcom’s experience in completing complex, cross-border acquisitions and initial meetings with several relevant antitrust authorities, The firm remains confident that the regulatory requirements necessary to complete a combination will be met in a timely manner and expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement. It is important that Qualcomm engage with us so that Qualcomm stockholders can realize the significant value that Broadcom is offering.

On November 6, 2017, Broadcom proposed to acquire all of the outstanding shares of Qualcomm for per share consideration of $70.00 in cash and stock, consisting of $60.00 in cash and $10.00 in Broadcom shares. This offer represents a 28% premium over the closing price of Qualcomm’s common stock on November 2, 2017, the last unaffected trading day prior to media speculation regarding a potential transaction, and a premium of 33% to Qualcomm’s unaffected 30-day volume-weighted average price. The Broadcom proposal stands whether Qualcomm’s pending acquisition of NXP Semiconductors N.V. is consummated on the currently disclosed terms of $110 per NXP share or is terminated.

On January 5, 2018, Broadcom filed definitive proxy materials in connection with its solicitation of proxies to elect 11 independent, highly qualified nominees to the Qualcomm board of directors at Qualcomm’s 2018 annual meeting of stockholders, scheduled for March 6, 2018.

Moelis & company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities are acting as financial advisors to Broadcom. Wachtell, Lipton, Rosen & Katz and Latham & Watkins LLP are acting as legal counsel.

More information regarding Broadcom’s proposal for Qualcomm

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